Corporate Law Reform: Delisting

On 19 June 2020 the Swiss parliament approved a bill introducing a new Swiss corporate law (Aktienrecht). The new Swiss corporate law is expected to come into force in 2023.

As part of the reform the decision to delist the shares of a listed company will be made subject to a mandatory vote of the (meeting of) shareholders. The following article will discuss what the consequences of this change are and what other laws and rules are of relevance in connection with the delisting of a Swiss company from a Swiss exchange. 

By Lukas Roesler (Reference: CapLaw-2021-58)

1) Introduction

a) Background

The main purpose of the rules governing a delisting is the protection of (i) the rights and interests of minority shareholders versus the interests of the majority shareholders and (ii) the protection of the interests of the shareholders in general versus the interests of the board of directors and management of the company.