Entrepreneurship

In larger corporations, the board of directors can delegate management tasks if the statutes allow this. However, non-transferable tasks remain with the board of directors.

Business Due Diligence is used to evaluate a company by analyzing its products, market, and business model. It is essential for external purchases and should not only be based on provided data.

In a business acquisition, financial due diligence is essential for examining the financial circumstances. The analysis significantly influences the purchase price negotiations and is required by banks for credit decisions.

Due diligence is the thorough examination of a company for sale and affects the price as well as other sales conditions. It includes legal, financial, and business aspects and often involves experts.

Since 2015, a business manager or board member residing in Switzerland must represent a Swiss corporation or limited liability company. Findea AG provides the required local representation with their mandate.

Shareholder tie-in agreements (ABV) regulate internal arrangements such as voting commitments and dividend policies, often indefinitely, raising legal concerns regarding excessive commitment. The Federal Court ruled that a non-cancellable ABV can overly restrict economic freedom, especially in succession planning.

The amended banking ordinance, which comes into effect on August 1, 2017, facilitates market entry for fintechs and strengthens the financial center Switzerland. New regulations ease the acceptance and testing of public deposits up to CHF 1 million without a commercial license.

The conditional capital increase allows for the issuance of new shares only when there are option or conversion rights and requires a qualified majority of the general meeting. Convertible and option bonds offer the holder a conversion into shares, thus influencing the company's equity.

The approved capital increase enables the board of directors to quickly and flexibly increase share capital, but limits it to a maximum of 50% of the inventory and a duration of two years. This regulation primarily serves the acquisition of holdings and requires changes to the statutes.