Switzerland: Contracts and Commercial Law

The Swiss Federal Council has initiated consultation proceedings on proposed amendments to the Swiss Code of Obligations that would introduce new transparency obligations for boards of directors regarding proxy advisor involvement. These amendments address growing concerns about potential conflicts of interest when proxy advisors simultaneously serve institutional investors while providing voting recommendations on the same companies they advise.

International arbitration has become the preferred mechanism for resolving cross-border disputes in today's global economy. What makes Switzerland one of the world's most attractive arbitral seats, and why do parties consistently choose Swiss law to govern their international contracts? This analysis explores the key advantages, institutional framework, and strategic considerations that position Switzerland as a leading center for international commercial, investment, and sports arbitration.

The UNCITRAL Model Clauses on Specialised Express Dispute Resolution (SPEDR) introduce a framework for rapid, interim-binding dispute resolution in construction projects, combining expedited adjudication with compliance arbitration mechanisms. This analysis examines how SPEDR differs from traditional arbitration and FIDIC dispute boards, its potential to preserve cash flow and project continuity, and the practical considerations parties must weigh when implementing this emerging international framework.

International families often hold assets through companies and investment structures spread across multiple jurisdictions. As tax authorities have sharpened their focus in recent years, one concept has become increasingly pivotal: where an entity is truly managed and controlled. In many cases, this now determines not only tax residence, but also treaty access and the robustness of a structure as a whole.

EasyGov.swiss is the Swiss Federal Administration's central e-government platform for businesses and service providers. It brings together numerous notification, authorisation and registration procedures, such as work and residence notifications, UID-registration requests and notification requirements for cross-border employment.

For several years, Switzerland has operated under sustained international scrutiny regarding the transparency of legal entities and the identification of their ultimate controlling persons.

Relationship agreements (RA) are a highly effective management tool in M&A practice – especially for listed companies with major shareholders.

Les consommateurs sont appelés à jouer un rôle crucial dans la transition écologique, et l'impact climatique et écologique des services, produits et activités...

The board of directors must ensure that the share­holders are able to instruct the proxy on any motion relating to tabled agenda items and provide them with general instructions on unannounced motions