Corporate Law
Founding, start-up, holding, concern, share purchase agreement, shareholder agreement
Comprehensively advising and supporting companies of all sizes – from family-owned businesses to listed companies – in all phases of their activities is one of our core competencies. Our clients are confronted with various legal issues in everyday business operations, which we approach with expertise, an understanding of business interrelationships and practical solutions. This thus allows our clients to act on a solid legal foundation.
We advise and support you with regard to the following topics, among others:
- Formations of companies
- Corporate Governance
- Organisational structures
- Share purchase agreements
- Transfers of original capital contributions
- Shareholder agreements
- Shareholder’s meeting
- Capital increases
- Capital decreases
- Group Law
- Holding structures
- Restructuring measures (mergers, demergers, conversions)
- Corporate succession issues
- Contract law
Your Experts
Patrick Stach
Senior Partner
Michael Kummer
Senior Partner
Nicolas Buob
Partner
Sarah Schöb
Trainee Lawyer
Pranvera Rasaj
Trainee Lawyer
Istenç Açikalin
Trainee Lawyer
Focus
Nullity of shell companies – Art. 684a and 787a CO
As of January 1st 2025, Articles 684a and 787a of the Swiss Code of Obligations declared avoidance transactions in connection with shell companies and organised company burials null and void. Shell companies that exist without any operational activity are often used to avoid liquidation costs and taxes. Organised company burials, in which companies manipulate their debts and put creditors at a disadvantage, are particularly problematic. The new regulations strengthen legal certainty, protect creditors and set clear limits against these unauthorised practices.
Company succession in inheritance law
Company succession under inheritance law often poses major challenges, as the current Swiss inheritance law does not recognise any special provisions for companies. This is why the Federal Council is proposing specific measures to facilitate company succession in its dispatch of 10 June 2022. The first amendments to the law on compulsory portions already came into force on 1 January 2023. The aim of the reform is to ensure greater stability for companies.
The hybrid general meeting
In the course of the still recent revision of the swiss corporate law, the legislator has now provided clarity with regard to the modalities of holding a general meeting. In particular, it has recently been questionable to what extent a virtual or hybrid (mixed) general meeting is permissible and how it should be structured. It is now clear that both virtual (Art. 701d CO) and hybrid (Art. 701c CO) general meetings are permissible under certain conditions.
