SWITZERLAND Law and Practice Contributed by: Mariel Hoch, Dominic Leu and Fabienne Perlini-Frehner, Bär & Karrer
11.6 Proportion of Activist Demands Met Since 2015, there have been 48 campaigns of share- holder activism against companies of all sizes in Switzerland. In four of these campaigns, the activists were able to gain board seats. In comparison to 2020, when nine campaigns took place, only four cam- paigns emerged in 2021. Nevertheless, since 2022 an increase of activity can be observed. In 2024, Swit- zerland accounted for 13% of all shareholder activism in Europe, compared to 11% in 2023 (see Alvarez & Marsal, A&M Activist Alert, Review of 2024 and Out- look for 2025). However, it should be noted that only roughly half of all activist campaigns ever become public, since many stay in the realms of private negotiations. It is thus difficult to accurately estimate what proportion of activist demands are met. A known successful activist campaign in 2024, led by founding shareholders and supported by Bain Capital, resulted in the replace- ment of a number of board members at Software- ONE’s AGM. Europe’s largest activist investment firm, Cevian, disclosed a stake of 9.4% in Baloise Holding AG, a Swiss insurance company, in September 2024. Thereafter, Cevian put pressure on Baloise to over- haul its strategy and add more insurance expertise to its board of directors. On 9 December 2024, Baloise announced that at the 2025 AGM, the board of direc- tors would propose three new board members, one of whom is a representative of Cevian, while two serving board members would not stand for re-election. How- ever, three days before Baloise’s 2025 AGM, Baloise and Helvetia Holding AG (a competitor of Baloise) announced their intention to join forces in a merger of equals. On the day of the 2025 AGM, Cevian sold its stake in Baloise to Helvetia’s largest shareholder, who supported the merger. In 2023, an activist inves- tor group holding a stake of 9.6% in GAM success- fully caused Liontrust’s public exchange offer for all shares of GAM to be unsuccessful, got four directors elected, and successfully made a partial tender offer for 17.53% of the share capital and voting rights of GAM. In 2022, Petrus Advisers successfully requested the resignation of the CEO and chairman of the board of Temenos. Further back, Veraison and Cobas were successful at Aryzta’s EGM in 2020, replacing a num- ber of board members.
support and possibly support from professional proxy advisers. If such negotiations fail, proxy fights at sharehold- ers’ meetings, litigation (eg, liability claims) or even criminal charges may be the route of escalation cho- sen by the activists. In advance of the shareholders’ meeting, the shareholder activist may form a group with other shareholders, which may lead to disclosure obligations towards the target company and the stock exchange, as certain thresholds of voting rights pur- suant to the FinMIA are exceeded (eg, exceeding the threshold of 3% or 5% of the voting rights triggers a disclosure obligation). In such a case, the shareholder activist may use the disclosure as a sign of determi- nation towards the target company and the market, which usually also triggers additional media attention. The shareholder activist often also uses the share- holders’ meeting to speak publicly as well as to reiter- ate its requests for improved performance. Typical agenda items of shareholder activists in Swit- zerland are: • corporate governance (such as board representa- tion, changes of the articles of association and executive compensation); and • strategic, operational and financial matters (such as payment of dividends). 11.4 Recent Trends In Switzerland, the industries most targeted by activist behaviour seem to be: • basic materials; • technology; • services; • the financial industry; • industrial goods; • luxury goods; and • the healthcare sector. 11.5 Most Active Shareholder Groups International and Swiss hedge funds have been the most active groups of shareholders targeting Swiss public companies.
266 CHAMBERS.COM
Powered by FlippingBook