SWITZERLAND Law and Practice Contributed by: Liburn Mehmetaj, Roxane Allot and Andreas Hösli, Walder Wyss Ltd
transposition of EU law into Swiss law. Under the amendments proposed by the Federal Council, a significantly larger number of Swiss companies would be obliged to make sustainability disclosures than is currently the case. Notably, due to the extraterritorial reach of CSRD, large Swiss companies with significant business in the EU may be directly in scope of CSRD, while many other Swiss companies are indirectly affected as business partners or suppliers of in-scope companies. Due to the delay of enacting CSRD in the EU and proposed significant simplifications (Omnibus simplification package), and taking into account the results of the public con - sultation in Switzerland, the Swiss Federal Council announced, in March 2025, that it would await further developments in the EU before taking further action regarding amend - ing the current reporting regime. An update on the Federal Council’s position has been announced for early 2026, at the latest. • Alignment with the EU Corporate Sustainabil - ity Due Diligence Directive (CSDDD): CSDDD entered into force on 25 July 2024, mandating broad sustainability due diligence (includ - ing human rights due diligence) for larger companies and smaller high-risk companies. The Swiss Federal Council has assessed the potential implications of CSDDD on Swiss companies and considered proposing amendments to Swiss law in alignment with CSDDD. Given the significant delays in enact - ing CSDDD in the EU and proposed signifi - cant simplifications (Omnibus simplification package), the potential legislative initiative is currently on hold, awaiting further develop - ments in the EU. • Based on the Responsible Business Initiative, which failed by a very narrow margin in 2020, and referring to developments in EU law (in particular, CSDDD), a new public initiative
(unofficially coined Responsible business Initiative 2.0) has been launched by a large group of human rights and environmental protection organisations in 2025. The new initiative is largely based on the model of the CSDDD, introducing strict requirements to conduct human rights and environmental due diligence, combined with a liability regime and public supervision. 3. Corporate Liability 3.1 Criminal and Civil Corporate Liability Swiss law does not provide for provisions spe - cifically addressing corporate liability in relation to BHR. However, general legal bases for poten - tial corporate liability may also apply in a BHR context. With respect to criminal law, the main basis for corporate criminal liability is Article 102 of the Swiss Criminal Code (SCC). This provision applies in two situations: • Organisational Fault: If a serious offence (constituting a felony or misdemeanour under Swiss law) is committed in the exercise of commercial activities in accordance with the objects of the undertaking, and it is not possi - ble to attribute this act to any specific natural person due to the inadequate organisation of the undertaking, the felony or misdemeanour is attributed to the undertaking. • Specific Serious Offence: For certain serious offenses (including, in particular, money laun - dering, bribery, and financing of terrorism), a company can be held criminally liable directly – ie, irrespective of the criminal liability of an individual, provided that the company failed to take all reasonable organisational meas - ures required to prevent such an offence.
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