Author: Niklaus Kunz

Legal Aspects of Coronavirus in Switzerland V – The Role of the Board of Directors in Times of a Crisis

Under Swiss corporate law the Board of Directors is empowered to delegate the operational management of the “Daily Business” to a large extent to the Executive Board. In times of a crisis, however, the Board of Directors, as the “supreme crisis and risk manager” of any company, is obliged to become increasingly active itself and to take the appropriate measures within the scope of its authority to ensure the company’s existence. The purpose of this article is to briefly highlight various aspects that the Board of Directors must consider in crisis situations.

Legal Aspects of Coronavirus in Switzerland II – Force Majeure

The coronavirus is spreading world-wide and has arrived in Europe and North America. As a result, the consequences of the coronavirus no longer affect only international companies with production sites in China or which depend on deliveries from China. Nationally operating companies of all kinds are also facing consequences in the form of total or partial suspensions or delays in deliveries or cancellations or bans on events.

Legal traps in start-ups and joint ventures

“So test therefore, who join forever,” may the tie be on solid ground. Start-ups and joint ventures correspond to a marriage between business partners. In order for this to run smoothly, the business partners have to agree their terms and conditions in case of a cooperation and, above all, discuss a possible separation before tying the knot. If they fail or postpone to do so, unpleasant surprises and at worst, an ugly divorce can occur during the cooperation.

FINSA and FINIA: what to expect

The Financial Services Act (FinSA) and the Financial Institutions Act (FinIA) will enter into force on 1 January 2020. They are part of the new financial market architecture of Switzerland, which covers four areas: (1) supervision (already governed by the Financial Market Supervision Act, FINMASA); (2) infrastructure (in the Financial Market Infrastructure Act, FinMIA); (3) services (FinSA); and (4) supervised entities (FinIA).The FinSA contains rules of conduct that financial service providers must observe when dealing with their customers. Compliance with these rules of conduct must be documented. In addition, FinSA provides requirements for prospectuses and requires an easily understandable basic information sheet for financial instruments. The FinIA primarily harmonises the licensing rules for certain financial institutions and now subjects asset managers and trustees to supervision. Below you find a brief description of the rules of conduct and duties that will apply.