From UBS/Credit Suisse to the revised stock corporation law in all its facets:

Exciting web talk of the EMBA HSG Alumni

Prof. Dr. Andreas Binder and Dr. Roman Gutzwiller were guests in the latest EMBA HSG Alumni web talk and gave an interesting overview of the revised stock corporation law. The two speakers not only went into the effects of the stock corporation law, which has been in force since the beginning of the year, on general meetings, boards of directors, management boards as well as auditors; they also gave concrete recommendations for action as well as a legal assessment of current events in the banking sector. More than 50 interested alumni joined the web talk and engaged in the discussion afterwards.

EMBA HSG Alumni Co-President Daniela Decurtins moderated the web talk and took up the hot topic of Credit Suisse and UBS at the beginning. Prof. Dr. Andreas Binder explained the events as a merger in accordance with the Merger Act and not a takeover, as sometimes reported in the media. At the top level, he said, is now a UBS Holding, under which sub-companies were gathered, including UBS Switzerland and CS Switzerland. It will be interesting to see how the situation will develop, Binder said. At the same time, he made clear that there were many different possibilities for the future. However, the upcoming weeks and months will bring clarity. Politics will also play an important role here. The Federal Council has used emergency law, which meant that the approval of the General Assemblies was no longer necessary.

After this exciting and highly topical digression, Binder took up the actual topic of the Web talk and spoke about the 2020 revision of company law, which came into force at the beginning of this year. In the largest amendment of the company law for three decades, around 160 articles were changed, repealed, or added. A further 100 legal amendments will come into effect outside of company law.

Binder referred to extensive and detailed material that had been made available to the participants in advance. Innovations in the context of general meetings concern, among other things, the shareholders’ right to information, the convening and agenda of general meetings as well as new forms of holding general meetings. These can now also be held hybrid, virtually and in writing – if there is a corresponding basis in the articles of association. “This is a great relief, especially for SMEs”, says Prof. Dr. Binder. The newly defined competences of the general meeting were also a topic in this block.

Roman Gutzwiller then commented on the innovations regarding the term of office of board members and the election of board members and chairmen. Gutzwiller also discussed the introduction of so-called “soft” gender quotas. In this context, “soft” means that if the quotas are not met, companies must explain the reasons and show ways to ensure that they are met in the future.

Gutzwiller named the innovations regarding the duties of the board of directors in the event of financial distress as well as changes in the transfer of operational rules of procedure and the handling of conflicts of interest.

In conclusion, the two speakers gave the participants concrete instructions for action and practical advice. The various questions from the alumni also showed the diversity of the new measures to be implemented, which are relevant not only for public limited companies, but also for PPCs and cooperatives. It is particularly worthwhile to examine the articles of association and organizational regulations. 

EMBA HSG Alumni Co-President thanked the two speakers for the excellent overview, concrete recommendations and pointed out upcoming EMBA HSG Alumni events.

Upcoming events of the EMBA HSG Alumni:

Homecoming Event: 2 June 2023

Fiireabig Event: 28 September 2023

Refresher: 2/3 November 2023

Registration via:

Summary of the most important minor and major changes of the new company law:

  • Greater flexibility regarding the form of the AGM
  • Shareholders’ right to information at any time in the case of private limited companies
  • Dealing with conflicts of interest of shareholders and management
  • Explicit duties of shareholders in case of imminent insolvency
  • Obligation of the board of directors to mandate an auditor in the event of a half capital loss.

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