Partial revision of Swiss company law: Alternative procedural forms for general meetings of stock corporations

In addition to the classic variant of holding general meetings of Swiss stock corporations with the physical presence of shareholders and shareholder representatives at a single meeting venue or at several meeting venues (Art. 701a para. 1 CO) in Switzerland or abroad (Art. 701b CO), Swiss stock corporation law regulates with effect from January 1, 2023 – in addition to various other revision items – the requirements and conditions for holding a shareholders’ meeting as a purely virtual general meeting without a physical meeting location (Art. 701d CO) as well as the hybrid general meeting, in which shareholders can exercise their shareholder rights, in particular the right to vote on shares, either at the meeting location or by electronic means (Art. 701c CO).

The amended provisions of the Swiss company law, which were adopted by both chambers of the Swiss Parliament on June 19, 2020, are largely in line with the relevant law of the European Community (EU) pursuant to the DIRECTIVE 2007/36/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of July 11, 2007 on the exercise of certain rights of shareholders in listed companies.


The Swiss Federal Supreme Court confirms the dismissal of indemnification claims against 14 former executives of SAirGroup

On 26 April 2013, Swissair (in liquidation) filed a claim with the Commercial Court of the Canton of Zurich on the basis of Article 754 of the Swiss Code of Obligations against 14 former executives for compensation for damages totalling the equivalent of CHF 178,511,561.13, which it had suffered due to the loss of its cash pool claims against Finance BV.

The Commercial Court of the Canton of Zurich dismissed the claim in its judgment of 16 March 2018. It ordered the plaintiff to pay the court fee of CHF 3,000,000. In addition, the plaintiff was ordered to pay the defendants each a compensation of between CHF 700,000 and CHF 100,000.

On 8 May 2018, Swissair (in liquidation) lodged an appeal against this ruling with the Swiss Federal Supreme Court in civil matters which dismissed plaintiff’s main claim in its ruling of 18 November 2019.

Like the Commercial Court of the Canton of Zurich, the Swiss Federal Supreme Court ruled that the 14 former SAirGroup executives were not in breach of their duties in the management of Swissair’s assets and, furthermore, additional legal requirements for indemnification had not been met.

Urteil des Schweizerischen Bundesgerichts (I. zivilrechtliche Abteilung) vom November 18. November 2019 (4A_268/2018)