The company law revision launched in 2007 came to a standstill due to the Minder initiative adopted in March 2013. The timely implementation of the Minder initiative was ensured with the help of the temporarily valid ordinance (ordinance against excessive remuneration, “VegüV”). The Federal Council resumed the actual share revision in 2014 and opened consultation of the preliminary draft law on November 28, 2014. The consultation lasted until March 15, 2015.
Content of the company law revision
The preliminary draft law of the new company law essentially pursues the implementation of the following six objectives:
- Replacement of the VegüV by the introduction of a law (partial tightening of the provisions)
- Improvements / changes in the area of corporate governance (e.g. representation of at least 20-30% of both sexes on the board of directors and in the management of economically important, listed companies or the introduction of a simplified liability action by shareholders against board members)
- More flexible structuring of the founding and capital provisions (e.g. introduction of an interim dividend, guard rails for the repayment of capital reserves, asset takeover is no longer considered a qualified fact, abolition of partial payment, etc.)
- Alignment of company law with the new accounting law (e.g. identification of own shares, share capital in foreign currency possible, etc.)
- Adaptation of the restructuring regulations in stock corporation law (e.g. introduction of a grace period of 90 days for notifying the judge in the event of overindebtedness) and coordination with the debt collection and bankruptcy law (SchKG) which has been in effect since January 1, 2014.
- Regulation of transparency in economically important companies active in the extraction of raw materials
Conclusion / political outlook
The Federal Council’s preliminary draft law is met with little goodwill from the bourgeois parties and various business associations (Economiesuisse, trade association, etc.), as it is not sufficiently business-friendly and liberal. The strengthening of the bourgeois parties in the national elections on October 18, 2015 will also make it considerably more difficult to implement this preliminary draft law quickly. The Federal Council took note of the results of the consultation on December 4, 2015 and commissioned the Federal Department of Justice and Police (FDJP) to prepare the draft. The Federal Council plans to discuss the relevant dispatch (draft and explanations) at the end of 2016 and to pass it on to Parliament.
We will inform you about the further development of the company law revision.
We are happy to answer any questions you may have!