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Our teams deliver coordinated legal advice to support you in doing business in an international context.
We keep you up to date on all major legal news, nationally and internationally.
For many companies the 2024 financial year ended on 31 December 2024. With the end of the financial year, it is once again time to prepare for the Annual General Meeting of Shareholders (AGM), which takes place every year. By law, the AGM must take place within the first 6 months of the new financial year. For companies whose financial year ends on 31 December, this period therefore runs until 30 June. The Board of Directors is responsible for convening and organising the AGM. It must pass the necessary resolutions and make the necessary preparations so that the AGM can pass valid resolutions. This article addresses selected aspects of the preparation and organisation of the AGM of companies whose annual financial statements are subject to audit.
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The Swiss Federal Council has proposed new sustainability reporting requirements to align with EU regulations, set to take effect in 2026. These new requirements will substantially expand the scope of companies required to report on environmental, social, and governance (ESG) matters, introduce stricter disclosure standards, and mandate transition plans for net-zero emissions. Meanwhile, the European Commission has proposed significant reductions in sustainability reporting obligations under the CSRD and the CSDDD, which could influence Switzerland’s final implementation of its own framework.
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What is it all about? Briefly summarised
1. Increasing regulation of sustainability reporting
Both in the European Union (EU) and in Switzerland, the disclosure obligations of companies in the context of sustainability reporting (or non-financial reporting) are becoming increasingly more stringent and comprehensive. For example, large public companies, banks and insurance companies in Switzerland have been required to publish a non-financial report since 1 January 2024 as part of the implementation of the indirect counter-proposal to the Responsible Business Initiative (Konzernverantwortungsinitiative).
At the same time, a further, much more comprehensive wave of regulation was launched in the EU with the Corporate Sustainability Reporting Directive (CSRD) with effect from 1 January 2024. The CSRD sustainability information must be published in the management report as part of the annual report and audited by an independent audit firm. On 24 May 2024, the EU Council then adopted the Corporate Sustainability Due Diligence Directive (CSDDD), which obliges companies to identify, assess and mitigate sustainability risks in their value chains. Swiss companies are also directly or indirectly affected by the CSRD and the CSDDD.
Against this background, Switzerland feels compelled to keep pace with the rapidly advancing international regulatory developments. On 26 June 2024, the Federal Council initiated a consultation procedure with the aim of adapting the current Swiss provisions on sustainability reporting to the CSRD.
2. Swiss companies with a larger EU footprint already affected from 2025
For Swiss parent companies (with an EU net turnover of at least EUR 150 million and a relevant EU subsidiary or branches with an EU net turnover of at least EUR 40 million), the reporting obligation under the CSRD generally does not apply until the financial year 2028. However, for large EU companies, i.e. from a Swiss perspective at the level of large EU subsidiaries, the disclosure obligations under the CSRD will already apply from the 2024 financial year (companies that were already required to report under NFRD) or from the 2025 financial year. From the 2026 financial year, all companies based in the EU (including unlisted companies) must report in accordance with the CSRD, regardless of their legal form and the registered office of any parent company, if two of the following three criteria are met:
Even smaller Swiss companies that do not fulfil the above-mentioned requirements may nevertheless soon be indirectly affected by the reporting obligations under the CSRD. In particular, they are subject to certain disclosure requirements if they are part of the supply chain of a company subject to reporting obligations, which must disclose comprehensive information, including in relation to their supply chain.
3. Start analysing now, ensure time for any extensive preparation
In order to have revisable processes and systems in place in good time to collect all the necessary qualitative and quantitative sustainability information, extensive preparatory work is required depending on the initial situation. We therefore recommend that you analyse your group structure, strategy and business model as well as your customer relationships and supply chain at an early stage with a view to the requirements under EU and Swiss law. The first priority is to determine whether and from when your company falls within the scope of the reporting obligations or whether at least a partial reduction of the operational burden in connection with reporting is possible based on an exemption. Based on this, a step-by-step procedure for the implementation and realisation of reporting (possibly already oriented towards the CSRD) should be defined.
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In the previous blog of the MLL’s Sports Law Blog Series, we delved into the unique aspects of dispute resolution during the Olympic Games and highlighted some notable high–profile cases. In this final part of the three-part series, we take a look at the future of sports arbitration.
On 21 December 2023, the Grand Chamber of the European Court of Justice (ECJ) issued a landmark ruling (C-124/21 P), which could have a considerable impact on the future of sports arbitration, particularly with regard to the Court of Arbitration for Sport (CAS).
This decision underscores the commitment from the highest EU judicial instances – as already demonstrated with the 2018 Achmea decision (C-284/16) – to ensure the effective application of EU law through proper judicial review and therefore undermining the existence of international arbitration
The judgment is expected to have far-reaching implications, particularly in situations where the arbitration clauses of sports federations – such as those providing arbitration before the CAS – are challenged on the grounds of EU law. This development could reshape the landscape of sports arbitration, especially in cases involving EU-related issues.
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On 27 and 28 January 2025, the Swiss Federal Tax Administration published the 2025 editions of the two circulars on safe harbour interest rates. The Administration uses the 5-year SWAP rates and the yield on long-term bonds in the various currencies as a basis, which rebounded at the end of 2024 despite central bank rate cuts. For this reason, compared to 2024, the safe-harbour interest rates are falling only for CHF denominated loans, while they remain the same for EUR (2.50 %) and USD loans (4.25 %) and are rising for GBP (4.50 %) and JPY loans (1.25 %).
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