Corporate Hot Topics – Updates in Jurisprudence Regarding Failure to Renew Board Members' Mandates in Swiss Corporations

Ticino Management, November Edition Newspaper

In a recent decision, the Federal Tribunal reaffirmed that if not promptly renewed, the term of company directors automatically ends. A significant new ruling states that decisions made at shareholders' meetings convened by directors not timely re-elected are null. Specifically, the sole director called a shareholders' meeting after their term expired, and although re-elected by the majority, a dissenting shareholder contested it and requested a special administrator. The Tribunal clarified that directors' terms do not extend beyond six months after the fiscal year ends. If they continue to act without re-election, any decisions made in such meetings are null if contested. This does not apply to the company's audit office, which remains in position until annual accounts are approved.