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The revision of the Swiss law on stock corporations (Company Law), originally initiated by the Swiss federal council (Bundesrat) back in 2005 as the so-called "big" Company Law reform, finally gained parliamentary approval on 19 June 2020. Up to the very end, important differences remained unresolved between the two chambers of the Swiss parliament, the national council (Nationalrat) and the council of states (Ständerat). It was the conciliation conference of the Swiss parliament which addressed and resolved the remaining controversial issues at last. Points of intense final debate included the gender guidelines for the boards of directors and executive managements of listed companies and the admissibility of general meetings being held abroad. On 19 June 2020, the proposals of the conciliation conference were approved by a large majority of both the national council (143 votes to 51) and the council of states (37 votes to 4).
Below, we provide a selection of important amendments of the newly approved bill:
While an evolution rather than a revolution, the revision of the Company Law represents an important milestone towards a modern, more flexible and business friendly Swiss Company Law. The bill is largely, though not enthusiastically, welcomed by important Swiss business associations such as the Gewerbeverband, Economiesuisse and Swissholdings.
Following its approval by the federal assembly on 19 June 2020, the bill will, as a next step, be published in the Swiss federal gazette, marking the start of the 100-day referendum period. If the referendum is not taken – which seems likely at this stage – or once the bill is adopted in the referendum vote, the final date of entry into force will be determined by the federal council. The bill is not expected to enter into force before mid-2021 or even 2022.
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