Directors & Officers

Swiss corporate law provides for some non-transferable and inalienable duties of a director of a company. Such duties may not be transferred to any other person involved in a company’s management (e.g. to a chief executive officer). Among such duties of a director are (i) to call a shareholders’ meeting and propose adequate measures for restructuring, should the last annual balance sheet show that half of the share capital and the legal reserves are no longer covered by the net asset value (as assessed at going concern value) of the company, and/or (ii) to notify bankruptcy or composition courts in case of over-indebtedness of the company. Non-compliance with such duties exposes each of the directors personally to liability risks towards creditors and shareholders of the company.