In a Swiss joint stock company each director holding individual signature rights can now ratify contracts concluded by another director with himself (a so-called 'contract with oneself'). Previously, directors had to exercise their powers collectively, so the whole board of directors had to ratify such contracts.
The Swiss Supreme Court has ruled that the circumstances in which a stock company may be dissolved by a judgment is not limited to cases where the majority shareholder abuses its dominant position. The decisive criterion is whether the preservation of the company can reasonably be imposed on the minority shareholders.
In a recent case, a director requested information in order to defend himself in proceedings in which his interests conflicted with those of the company. This constituted an abuse of his right to information. As a result, the board of directors was entitled to refuse access to the sensitive information.
A new draft of amendments to the law that governs limited liability companies was recently submitted to the competent authorities for their comments. The changes will provide for a corporate instrument which is more flexible than the joint stock corporation, but which gives better protection to the interests of the company's creditors.
Including: Contracts of Agency; Guarantees; Letters of Credit; The Lugano Convention; Transformation of a Limited Liability Company; Direct and Indirect Loss in Bankruptcy; Piercing of the Corporate Veil
Buybacks in Switzerland are not governed by a coherent set of regulations. The Swiss Takeover Board has thus issued a set of proposals that aim to clarify buyback procedures. It has suggested that these should be incorporated into stock exchange regulations.