SWITZERLAND Trends and Developments Contributed by: Guy Deillon and Daniel Hayek, Prager Dreifuss AG
Practical implications for clients Taken together, these trends have several practical implications for companies operating in Switzerland. • Governance processes must be robust – proce - dural compliance is increasingly scrutinised, both by courts and regulators. • Transparency requirements are expanding – com - panies must prepare for enhanced disclosure of ownership and control structures. • Documentation is critical – well-documented decision-making processes are essential to miti - gate liability risks. • Flexibility remains available but requires careful use – instruments such as capital bands offer advan - tages but must be implemented correctly. Conclusion Swiss corporate governance is undergoing a period of incremental but meaningful change. The legal frame - work remains stable and predictable, but expectations regarding transparency, documentation and proce - dural rigour are rising. For clients, the key challenge is not adapting to a sin - gle transformative reform but managing the cumula - tive effect of multiple developments. Companies that proactively update their governance structures and processes will be well positioned to operate effectively within this evolving environment.
From a governance perspective, boards must care - fully consider: • the structuring of intra-group and shareholder financing; • the documentation of financial decisions in periods of distress; and • the balance between creditor protection and share - holder interests. This area remains fact-sensitive, and prudent docu - Digitalisation continues to influence corporate govern - ance, particularly in the conduct of meetings and the maintenance of corporate records. Key developments include: • acceptance of electronic signatures and digital documentation in many contexts; • increased use of online platforms for shareholder meetings; and • gradual modernisation of commercial register processes. mentation is essential to mitigate risk. Digitalisation and corporate processes These changes improve efficiency but also introduce new risks, including cybersecurity and data integrity concerns. Boards are expected to address these risks as part of their overall governance responsibilities.
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