The revision of company law that came into force at the beginning of this year has already been explained in various parts in our focus articles. This article deals with the new shareholder rights that have changed fundamentally with the revision of January 1, 2023
The most significant change in shareholder rights in the revised company law concerns shareholders’ rights to information and inspection. To date, shareholders could only request information about the company’s affairs from the board of directors at the general meeting, insofar it was necessary for the exercise of shareholders’ rights and no other interest of the company worthy of protection were endangered (Art. 697 para. 1 & Art. 697 para. 2 oCO). This had the implication of allowing the information to be refused without further justification.
Under the current law, it should now be possible in a simplified manner for shareholders to obtain information or to inspect the business records of a public limited company. Recently, shareholders who together represent at least 10% of the share capital or votes are entitled to request information in writing from the Board of Directors, even outside the General Meeting, on the affairs of the company (Art. 697 para. 2 CO). Also compared to the previous law, shareholders only need to represent 5% of the share capital or votes in order to have a right to inspect the books and records (Art. 697a para. 1 CO).
The the previously mentioned grounds for refusal of the board of directors , namely the interest of the company worthy of protection and that the information must serve the exercise of shareholders’ rights, also apply under the revised law. In the event of a refusal, however, the board of directors is now obliged to justify the refusal in writing.
The aforementioned regulations do not apply to public limited companies listed on the stock exchange, as these are subject to the information obligations of stock exchange law (ad hoc publicity obligation).
