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Changes to Swiss corporate law (sociétés anonymes)
Amendments to the Swiss Code of Obligations
Overview
The revised legislation enshrines the Ordinance against Excessive Remuneration in Listed Companies Listed by Shares, which took effect on 1 January, 2014, in Swiss law, and also seeks to improve corporate governance in non-listed companies.
More flexible rules on company creation and capital are to be introduced, and corporate law will incorporate recent changes to Swiss accounting laws. The preliminary draft also proposes transparency rules that would apply to large companies engaged in mining and extraction.
Debt collection reform
Changes to the Swiss Federal Act on Debt Collection and Bankruptcy
Overview
Under the amended act, debt collection agencies will be required to indicate on a certified extract from the debt collection register if the person subject to proceedings is already listed on the resident’s register for the relevant debt enforcement district.
To this end, the resident’s register data will be made available to debt collection agencies. The amendment aims to make certified extracts more useful for creditors. The proposed changes would make it easier to use electronic unpaid debt certificates, while establishing a new legal framework for online auctions as a way to realise assets.
Clampdown on overuse of bankruptcy proceedings
Amendments to the Swiss Federal Act on Debt Collection and Bankruptcy
Overview
The Swiss Federal Council has put forward a number of specific changes to how debt collection and bankruptcy proceedings are carried out.
The changes are chiefly aimed at removing or reducing the practical and legal obstacles faced by aggrieved creditors when instituting proceedings against a debtor. They also seek to curb abuses of proceedings while also ensuring that economic collapse is not an inevitable consequence, and not preventing companies from taking the initiative to put their finances on a sounder footing.
Protection against dismissal/whistleblowing
Partial revision of the Swiss Code of Obligations (penalties for wrongful or unjustified termination)/partial revision of the Swiss Code of Obligations (whistleblower protection)
Overview
Whistleblowers who observe and report instances of workplace misconduct expose themselves to the risk of dismissal.
To address this, the Swiss Federal Council plans to set conditions under which whistleblowing can take place in the Swiss Code of Obligations (CO). More general improvements to dismissal protections will be addressed in another proposal to be put forward by the Federal Council at a later date.