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Blogs - The M&A Perspective

Swiss Corporate Law Reform - No Cause for (Immediate) Excitement or Concern

27.02.2015 – Last November, the Swiss government launched a consultation process for the so-called "big" corporate law reform. The consultation runs until 15 March 2015. The proposal comprises, among other things, a modernization of the rules regarding share capital, corporate restructurings and accounting, a further developed corporate governance including the enhancement of shareholder rights and their legal enforcement, the implementation of the new regime on remuneration for Swiss listed companies ("Minder initiative") into statute, and, notably recommends a quota of 30% of women in board rooms and management of big listed Swiss companies.

Is this proposal a cause for (immediate) excitement or concern? The answer is "no". It is much too early to say how this revision will eventually play out. We stand at a very early stage of the political decision making process, and some proposals obviously seem to be "testing the water". For example, prominent business interest groups oppose the very idea of a big Swiss corporate law reform at this point in time. In their opinion, there is no need for it, and with the currency issues at hand (see first article above), the Swiss economy has to focus on other things. Other political players also announced their opposition to particular aspects of the proposal. If and when the proposed legislation will find its way into parliament is therefore uncertain, and if it does, it is expected to change significantly along the way. Therefore, it is still too early to get either excited or concerned. We will keep you posted from an M&A perspective, once the first political gun smoke has subsided and a more mature proposal been presented.