New Proposed Swiss Transparency Rules For Proxy Advisors

On May 13, 2026, the Swiss government opened a consultation on a draft amendment to the Swiss Code of Obligations (the "CO") introducing transparency obligations for companies that engage proxy advisory firms. The consultation runs until September 4, 2026. This newsflash summarizes key features of the proposed regime and its practical implications for Swiss companies, boards, and institutional investors.

I. Background

Proxy advisors are firms providing paid services to shareholders (primarily institutional investors) by analyzing company data and issuing voting recommendations. Their influence is significant: according to SWIPRA's estimates for 2023, ISS influenced approximately 23% of votes cast at Swiss annual general meetings, Glass Lewis around 14%, and Ethos around 13%. Globally, the market is a virtual duopoly: it is widely acknowledged that ISS and Glass Lewis account for in excess of 90% of the market for proxy voting recommendations.