Author Archives: Annette Weber
Upcoming Regulation on Sustainability Reporting and Human Rights Due Diligence in Switzerland
On 29 November 2020, the initiative on responsible enterprises failed. The initiative provided, among others, liability of Swiss enterprises for their subsidiaries abroad who have breached human rights or environmental standards. As a result, the parliament’s indirect counterproposal will likely enter into force (subject to a potential popular referendum). The indirect counterproposal provides for (i) non-financial reporting duties for larger publicly traded companies and prudentially supervised financial institutions as well as (ii) human rights due diligence requirements for enterprises processing or importing conflict minerals or enterprises having a reasonable suspicion of child labor.
By Annette Weber (Reference: CapLaw-2021-19)
Changes for Listed Companies under the Corporate Law Reform: Gender Quotas and Say-on-Pay
The corporate law reform brings about numerous revisions to the law affecting both private and listed companies as well as a number of revisions that apply to listed companies only. The following article provides an overview of certain changes for listed companies not described elsewhere in this issue of CapLaw.
By Daniel Raun / Annette Weber (Reference: CapLaw-2020-55)
A new proxy adviser regulation in Switzerland?
The Swiss Parliament has adopted a motion requiring the Swiss government to propose a new regulation addressing the conflicts of proxy advisers. The primary focus seems to be on ISS and to a lesser extent on Glass Lewis for their potential dual role in advising institutional investors on voting recommendations and listed companies on corporate governance and compensation. In the absence of a physical presence of these proxy advisers in Switzerland, it remains unclear how the required legislation could be effectively enacted.
By Thomas U. Reutter / Annette Weber (Reference: CapLaw-2020-24)
Popular Initiative on Responsible Enterprises: Switzerland’s Long Arm on Subject Enterprises
Although its fate and timing are very unclear, the popular initiative “for responsible enterprises – for the protection of human rights and environment” (initiative on responsible enterprises; Konzernverantwortungsinitiative; Initiative Multinationales Responsables; “Initiative”) is not only hotly debated among the many Swiss based international companies that would be affected by it, but also among lawmakers in Berne. In short, the Initiative, which is expected to be voted upon by the Swiss people, proposes that enterprises shall be held liable before a Swiss court if one of its controlled enterprises violates human rights or environmental standards abroad. These enterprises will have additional duties and will have to monitor and report on the compliance with these duties.
The Initiative raises a bundle of legal questions of which we focused on one: Its scope of applicability. As we will see, a far reaching concept is proposed to ensure that a large number of enterprises is subject to the Initiative.
By Thomas U. Reutter / Annette Weber (Reference: CapLaw-2019-14)
Capital “On Demand”: Equity Lines / Share Subscription Facilities for Swiss Listed Companies
Many listed companies are seeking “on-demand” capital solutions that are tailor made to their specific needs. These companies often enter into arrangements with an institutional investor, whereby the company has the right to call specified amounts of cash from the investor against issuance or delivery of a certain amount of shares in return. Such arrangements are often referred to as “equity lines”, “equity distribution agreements” or “share subscription facilities”. This article explores how such agreements are best structured for Swiss listed and incorporated issuers from both a corporate and a capital markets perspective.
By Thomas Reutter / Annette Weber (Reference: CapLaw-2016-18)