What? For SMEs, cooperation among themselves is often the only way to compete with larger market players. The formation of consortia allows them to jointly prepare offers and participate in larger projects. However, consortia are tricky from an antitrust perspective because they have the potential to distort competition (even in a single project!). The problem…More
End of the transition period for the adaptation of the articles of association and the organisational regulations – beware of virtual shareholders’ meetings!
What? On 1 January 2023, the new company law came into force and companies were granted a transitional period of two years to adapt their articles of association and organisational regulations. The deadline expires at the end of the year, but relatively few SMEs have taken the necessary steps to make the changes. So what?…More
Partial flexibilisation of working and rest time provisions for further occupational groups
What? Without much media attention, an amendment to Ordinance 2 to the Labour Act (ArGV 2) came into force on 1 July 2023, which relaxes the maximum working hours regulations in information and communication technology (ICT) companies, as well as in auditing, trust and tax advisory firms. Various solutions have been adopted in the two…More
Incidental consquences
What? On 1 January 2025, the Federal Law on Combating Abusive Bankruptcy will come into force. What may seem like a technicality is, above all, a real wolf in sheep’s clothing for companies in financial difficulty. The personal liability risk for the directors increases. Why? Today, public creditors (tax authorities, social security institutions, etc.) cannot…More
The careless director
What? Decision 4A_292/2022 of the Supreme Court vividly describes how a member of the Board of Directors of a public limited company (let’s call him “Benno” here) fell into a liability trap. Benno and his friend were both 50% shareholders in the company and both had a seat on the board of directors. It was…More
Board agenda throughout the year
The board of directors of a public limited company bears a comprehensive responsibility. All relevant resolutions must be duly put on the agenda before the meetings. Some topics are discussed at every meeting, others are only discussed on certain occasions. As a checklist for the individual meetings, I suggest drawing up a list of regular…More
Intellectual Property Rights in Employment Relationships
Employers naturally assume that the fruits of their employees’ labour belong to them. This is the case in labour law, but intellectual property law provides for different rules. Basics: «Creator principle» vs. «right to the fruits of labour» Intellectual property law assumes that, as a matter of principle, the individual “creator” (i.e. inventor, author, designer)…More
New company law from 1 January 2023: Need to adapt the organisational regulations
What? In my article of 21.11.2022 I wrote about the adjustments that will be necessary to the articles of association of a public limited company. Today, we are talking about the little brother of the articles of association, the organisational regulations. As before, organisational regulations are not mandatory. But if the board of directors wants…More
New company law from 1.1.2023: Necessary adaptation of the articles of association
What? Much has already been written about this: On 1 January 2023, the revision of company law will come into force. Although the revision is called the “big one”, it will not bring fundamental changes for existing SMEs. However, some welcome additional options will only become effective if they are inserted into the articles of…More
New: Arbitration in corporate matters – more impediments to shareholder suits?
What? The revision of the Company Law, which will come into force on 1 January 2023, has already been discussed in a large number of publications. However, one change that is of great importance for the settlement of disputes, has received little attention: Whereas previously only state courts could be called upon to adjudicate corporate…More
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