SWITZERLAND Law and Practice Contributed by: Mariel Hoch, Dominic Leu and Fabienne Perlini-Frehner, Bär & Karrer
2.2 Notice of Shareholders’ Meetings Notice of a shareholders’ meeting (ie, AGM or EGM) must be given to the shareholders at least 20 days before the respective meeting. This convocation peri- od can only be omitted if the shareholders’ meeting is held as a universal meeting of all shareholders or by way of circular resolution (see 2.1 Types of Meeting, Notice and Calling a Meeting ). The invitation to the shareholders must include: • the agenda items of the forthcoming shareholders’ meeting; and • the motions of the board of directors regarding each agenda item (including a short explanation of the motions if the company is publicly listed). 2.3 Procedure and Criteria for Calling a General Meeting Shareholders’ meetings are usually convened by the board of directors or, where necessary, by the external auditors of the respective company. Liquidators and representatives of bond creditors of the company may also call for a shareholders’ meeting. In addition, shareholders of non-listed companies rep- resenting 10% (in listed companies, the threshold is 5%) of the share capital or of the votes can request that a shareholders’ meeting be convened. Such shareholders’ request must be made in writing to the company’s board of directors, stating the agenda items and the respective motions. A brief explanation can be added by the shareholders, which must then be included in the notice convening the shareholders’ meeting. If the board of directors fails to grant such a request within a reasonable time, at the most within 60 days, the requesting shareholders may ask the court to order that the meeting be convened. 2.4 Information and Documents Relating to the Meeting Each shareholder has the right to receive notice of a shareholders’ meeting. Every shareholder is given access to the annual report and the audit reports of the company at least 20 days before the AGM. Also, every shareholder is entitled to ask questions during a shareholders’ meeting.
• future financing and anti-dilution protection. SHAs can only be enforced against the parties to the agreement. They do not need to be disclosed to the public and usually contain confidentiality provisions. JVAs Typical provisions of JVAs are very similar to those of SHAs – in essence, JVAs govern the rights and duties of different shareholders with regard to a certain com- pany. However, JVAs usually contain additional provi- sions on how the business of the joint venture com- pany shall be conducted. 2. Shareholders’ Meetings and Resolutions 2.1 Types of Meeting, Notice and Calling a Meeting The following refers exclusively to stock corporations. The shareholders’ meeting is the supreme governing body of a Swiss stock corporation. Annual general meetings (AGMs) must be held within six months from the end of the company’s financial year. The AGM is usually convened by the company’s board of directors at least 20 days before the respective meeting, and the notice period cannot be shortened. However, if all shareholders are present (so-called universal meet- ing), the notice period of 20 days can be waived. The main agenda items to be resolved on at an AGM are: • approval of the annual financial statements; • allocation of the balance sheet profits; • granting discharge to the members of the board of directors; and • (re-)electing the members of the board of directors and the statutory auditor. An extraordinary general meeting (EGM) can be held if there is a need, or upon written request of a share- holder reaching a certain threshold (5% of the share capital or voting rights in a listed company; 10% of the share capital or voting rights in a non-listed company).
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