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ARTICLE · 23 MAY 2020

Shareholder Activism & Engagement

Bär & Karrer Ltd.
Bär & Karrer Ltd.
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Bär & Karrer Ltd.

Bär & Karrer Ltd.

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The primary sources of laws and regulations relating to shareholder activism are the Code of Obligations (CO) governing the rights and obligations of companies' boards of directors and shareholders...

SwitzerlandCorporate/Commercial Law
Mariel Hoch
Mariel Hoch
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GENERAL

Primary sources

What are the primary sources of laws and regulations relating to shareholder activism and engagement? Who makes and enforces them?

The primary sources of laws and regulations relating to shareholder activism are the Code of Obligations (CO) governing the rights and obligations of companies' boards of directors and shareholders in general and the Financial Market Infrastructure Act (FMIA), enacted on 1 January 2016, containing additional rules for listed companies and their shareholders. The provisions of the FMIA are set out in more detail in two ordinances, the Financial Market Infrastructure Ordinance (FMIO) and the Financial Market Infrastructure Ordinance by the Financial Market Supervisory Authority (FMIO-FINMA). Further, the Ordinance against Excessive Compensation in Listed Companies (OAEC) contains specific rules on the compensation of management and the board of directors. The Takeover Ordinance (TOO) sets out detailed rules on

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