Corporate & Commercial Law

MLL Legal advised Yokoy in the implementation of its new holding structure

13.06.2023

Mona Stephenson | Séminaire EXPERTsuisse | 2 mai 2023

26.04.2023

MLL Legal advises MÜLLER-STEINAG on the acquisition of BIRCO GmbH

23.12.2022

MLL Legal advised LFH Corporation SA on its add-on investment in Peach Property Group AG

23.12.2022

Regulatory developments on sustainability in the EU and Switzerland

14.02.2025

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:

• Average of at least 250 employees during the financial year;
• Balance sheet total over EUR 25 million;
• Turnover in excess of EUR 50 million.

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.

Dividends Under Swiss Law

20.01.2025

Investors who invest in a company realize their returns either through capital gains achieved by selling their shares and/or through dividend distributions made by the company in which they have invested. The following article examines the types of dividends provided for under Swiss law and the key considerations to keep in mind when distributing them. 

Switzerland’s accession to the Hague Convention on Choice of Court Agreements

24.10.2024

From 1 January 2025 the Hague Convention on Choice of Court Agreements of 30 June 2005 (the Hague Choice of Court Convention) will bind Switzerland. Switzerland’s accession will increase certainty and effectiveness of jurisdiction clauses and facilitate recognition and enforcement of judgments given by Contracting States’ courts in international civil or commercial matters. Post BREXIT, Switzerland’s accession ensures the enforcement and recognition of English court’s judgments in Switzerland and vice versa. Given the importance of English courts’ jurisdiction (particularly but not only in international finance transactions) and the trade volumes between Switzerland and the UK, many businesses will benefit.

New practice note of the Swiss Federal Commercial Registry Office – Minutes-taking of resolutions and the capital band

28.08.2024

We are pleased to keep you informed about the latest corporate law developments in Switzerland. The Swiss Federal Commercial Registry Office (FCRO) has issued a new practice notice addressing  key interpretative issues related to written and virtual resolutions as well as participation capital within the capital band. In this article, we provide practical insights and recommendations to help you implement these updates in your company effectively. We wish you an informative read.