Deloitte: Clarification on the rights and duties of the board of directors in a recent court judgement – a general overview

In a landmark judgment dated 20 March 2018, the Swiss Federal Supreme Court clarified that any member of the board of directors (the “Board Member”) of a Swiss stock corporation may take action to enforce his/her right to information and inspection pursuant to art. 715a of the Swiss Code of Obligations. The court based its decision, inter alia, on the fact that such right of action ensures that Board Members are able to perform their legal duties as the highest management and supervisory body of a company, making clear the fact that, in addition to their rights, the Board Members also have various duties. Swiss corporate law does not provide a comprehensive overview of the rights and duties of the board of directors (the “Board”), making compliance ever more difficult in practice. We take the opportunity of this recent judgement to provide a short overview on the rights and duties of Board Members under Swiss law.


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