On November 23 2016, the Swiss Federal Council published its dispatch for a reform of Swiss corporate law. Along with the dispatch, a draft act amending the Swiss Code of Obligations was presented. The draft act seeks to modernise Swiss corporate law with a focus on increasing the flexibility of the provisions governing company formation and capital structure. Furthermore, it aims to modernise corporate governance by strengthening shareholder rights, and promoting gender diversity on corporate boards and senior management of listed companies. It also replaces the provisions of the (interim) Ordinance on Excessive Compensation (Minder-Ordinance) by a federal act of parliament with only a few changes. Depending on how parliament receives this project, we expect the draft act to enter into force as early as 2019.
March 27 2017