7 avril 2026 | Guide
Shareholder Activism in Switzerland:
Legal Framework, Trends & ESG
Developments
7 avril 2026 | Guide
Shareholder Activism in Switzerland:
Legal Framework, Trends & ESG
Developments
This quick reference guide provides a comparative overview of shareholder activism and engagement across jurisdictions, highlighting key features such as commonly affected industries, typical activist strategies and processes, litigation aspects (including derivative actions), the duties of shareholders and directors, company response strategies, approaches to shareholder communication, and recent market trends.
It seems that basic materials, technology and services are the most targeted industries; however, the financial industry, luxury goods and industrial goods and the healthcare sector have also attracted interest from activists. Owing to a variety of reasons that have attracted activist shareholders in the basic materials industry, it should not be concluded that this industry is particularly prone to activist campaigns. There are also no regulatory reasons that facilitate shareholder activism in certain industries over others.
In recent years, Switzerland has seen shareholder activists engage in various campaigns, including the following:
The primary sources of laws and regulations relating to shareholder activism are the Code of Obligations (CO) governing the rights and obligations of companies’ boards of directors and shareholders in general and containing specific rules on the compensation of management and the board of directors as well as the Financial Market Infrastructure Act (FMIA), enacted on 1 January 2016, containing additional rules for listed companies and their shareholders. The provisions of the FMIA are set out in more detail in two ordinances, the Financial Market Infrastructure Ordinance (FMIO) and the Financial Market Infrastructure Ordinance by the Financial Market Supervisory Authority (FMIO-FINMA). The Takeover Ordinance (TOO) sets out detailed rules on public takeover offers, including boards’ and qualified shareholders’ obligations.
Companies listed on the SIX Swiss Exchange are also bound by, inter alia, the Listing Rules (LR-SIX), the Directive on Ad hoc Publicity (DAH) and the Directive on Information relating to Corporate Governance (DCG).
The CO and the FMIA are enacted by Parliament and the FMIO by the Federal Council, the FMIO-FINMA by the Financial Market Supervisory Authority FINMA (FINMA), the TOO by the Takeover Board, and the LR-SIX and the DAH by SIX Exchange Regulation.
Compliance with the CO is primarily enforced by the civil courts. FINMA enforces the FMIA as well as its ordinances, and the Takeover Board enforces the TOO and the takeover-related provisions of FMIO-FINMA. Compliance with the LR-SIX, the DAH and the DCG is enforced by the SIX Exchange Regulation.
Shareholder activism
The chances of success depend on the content of the campaigns and cannot easily be measured, among others, because targets may announce changes in operations or strategic adjustments as their own (pre-existing) plans, which happen to coincide with the requests of the activist shareholder. Proxy fights at shareholders’ meetings are rarely successful, but occasionally activists win them (eg, at SoftwareOne’s AGM in 2024, all members of the board of directors were replaced, with the exception of one of the founding shareholders, who supported the board’s comprehensive renewal). The chances of success are typically higher if proxy advisers, such as the Institutional Shareholder Services (ISS) and Glass Lewis, issue voting recommendations in support of the activist’s requests.
How is shareholder activism generally viewed in your jurisdiction by the legislature, regulators, institutional and retail shareholders and the general public? Are some industries more or less prone to shareholder activism? Why?
In Switzerland, the corporate community is generally critical of shareholder activism because of its rather short-term orientation. The legislator and regulators have not expressed a position on shareholder activism but tend to lower the hurdles of shareholder minority rights. Retail shareholders and the general public will form an opinion on a case-by-case basis. Institutional shareholders will analyse the requests of the activists and decide whether to support them. Only in rare instances will they vote with the activist.
It seems that basic materials, technology and services are the most targeted industries; however, the financial industry, luxury goods and industrial goods and the healthcare sector have also attracted interest from activists. Owing to a variety of reasons that have attracted activist shareholders in the basic materials industry, it should not be concluded that this industry is particularly prone to activist campaigns. There are also no regulatory reasons that facilitate shareholder activism in certain industries over others.
In recent years, Switzerland has seen shareholder activists engage in various campaigns, including the following:
What are the typical characteristics of shareholder activists in your jurisdiction?
Swiss public companies have been mainly targeted by international activist funds, but Swiss activist funds have also engaged in a number of situations.
Although it is hardly possible to make a general statement regarding the short- or long-term orientation of the inhomogeneous group of activists present on the Swiss market, it is probably fair to say that they are naturally rather short-term oriented. Typically, activist shareholders aim to give all supporting shareholders a voice at the board table.
They may raise different issues that ultimately ensure companies are managed in their owners’ interests (whether short- or long-term interests). However, there has been an increasing level of more contentious activist interests in recent years. These activists are focused on ensuring that any Capex for the long-term benefit of the company is abstained from and immediately released to the shareholders (eg, by closing or spinning off separable divisions or increasing payout ratios). There is no clear pattern as to whether traditional institutional shareholders support activists in their endeavours. This partly depends on whether the activists benefit from the recommendations of leading proxy advisers.
Activist shareholders pursuing governance, strategic and operational objectives typically seek (stronger) representation on the board of directors. It is estimated that activists in Switzerland use board representation as a tactic more than elsewhere in Europe. By contrast, activist shareholders pursue environmental and social matters, often coordinated by NGOs and in groups, by placing related items, such as information requests or amendment to the articles of association to the agenda of the AGM.
In light of the current geopolitical environment and the ongoing tariff disputes with the US, we expect that activist campaigns focusing on ESG matters will further decline or even disappear entirely.
If the private negotiations fail, an activist may launch a public campaign, stating its key requests towards the target company with the aim of obtaining other shareholders’ support. Since in Switzerland, shareholders do not have a right to access the share register, the only way of reaching out to other shareholders holding less than 3 per cent is through publicity, such as a website. As psychology plays an important part in the fight for control, gaining the support of the public opinion is a crucial element in winning the battle. In addition, the publication of the key requests is likely to attract new investors and thus lead to an increase in the share price. Shareholders of the target company may start to support the activist shareholder, who may subsequently be able to negotiate an attractive compromise with the board of directors, following public support and possibly support from professional proxy advisers.
If no compromise can be found, proxy fights at shareholders’ meetings, litigation (eg, liability claims), or even criminal charges may be the route of escalation chosen by the activists.
Ahead of the shareholders’ meeting, the activist shareholder may decide to form a group with one or more other key shareholders. According to the FMIA, any person who reaches, exceeds or falls below 3, 5, 10, 15, 20, 25, 33.3, 50 or 66.6 per cent of the voting rights of the target company must notify the target company and the stock exchange (the SIX Disclosure Office for SIX-listed companies). The activist may use the disclosure as a signal of determination to the company and financial markets. It typically also triggers an additional round of media reports.
The activist shareholder often uses the shareholders’ meeting to speak publicly and reiterate its requests for improved performance. This is irrelevant to winning a proxy fight but aids the communication strategy.
Processes and guidelines
Furthermore, any shareholder (or group of shareholders) representing 0.5 per cent of voting rights or capital (or in non-listed companies, 5 per cent of voting rights or capital; the articles of association may contain a lower threshold) is entitled to demand that certain agenda items be tabled at the next shareholders’ meeting. If a shareholder demands that an agenda item be tabled for the next shareholders’ meeting, the respective deadline for the submission is contained in the articles of association and ranges typically between 40 and 55 days before the meeting. The company is obliged to include the item, the shareholders’ motion and a brief explanation of the requesting shareholder (optional) relating thereto in the invitation to the shareholders’ meeting. The board will add its own motion to the item.
Any shareholder (or group of shareholders) representing 5 per cent of the voting rights or capital (or in non-listed companies, 10 per cent of the voting rights or capital in non-listed; again, a lower threshold may be contained in the articles of association) may request that an extraordinary shareholders’ meeting be convened. Such a request must be made in writing to the company’s board of directors, stating the agenda items and respective motions. A brief explanation can be added by the shareholders, which must then be included in the notice convening the shareholders’ meeting. If the board of directors fails to grant such a request within a reasonable time, but no later than within 60 days, the requesting shareholders may ask the court to order that the meeting be convened.
Shareholders representing more than 33.3 per cent of the voting rights may block special resolutions (capital transactions, mergers, spin-offs, etc), shareholders holding more than 50 per cent of the voting rights may force ordinary resolutions (eg, appointment of a director) and shareholders representing at least 66.6 per cent of the voting rights may force special resolutions (eg, amendments to the articles of association or the delisting of the company's shares). As these thresholds typically relate to the total votes represented at the shareholders’ meeting and given that shareholder representation typically ranges between 45 and 70 per cent, the shareholdings required to pass the aforementioned thresholds are much lower.
Under the Code of Obligations (CO), a number of corporate decisions – such as the amendment of the articles of association; capital increases; the approval of the annual accounts and resolutions on the allocation of the disposable profit and; the election of board members, the chair, and the members of the compensation committee as well as board and management compensation – fall into the mandatory competence of the shareholders’ meeting of a listed company. The CO further foresees that elections (or re-elections, respectively) of board members must take place annually, and elections must take place individually. Therefore, activist shareholders that aim to deselect members of the board of directors are not required to request an extra agenda item for this purpose, but may simply vote against the re-election tabled by the company.
Except for the request for an extraordinary shareholders’ meeting or a special audit and the appointment of an auditor at the request of a shareholder, it is not possible to request that additional agenda items be tabled during the shareholders’ meeting. However, any shareholder may make motions relating to any agenda item during the shareholders’ meeting. This is particularly relevant with respect to any election items as additional persons may be proposed for election. Against the background that a significant number of shareholders cast their votes via the independent proxy without giving specific instructions as to ad hoc motions (or by instructing the independent proxy to follow the board’s recommendation in such cases), ad hoc motions generally have a low likelihood of succeeding.
Other than with respect to the number of votes or percentage of the capital, Swiss law does not distinguish processes depending on the type of shareholder submitting a proposal.
May shareholders nominate directors for election to the board and use the company’s proxy or shareholder circular infrastructure, at the company’s expense, to do so?
Any shareholder is entitled to nominate a director for election to the board, usually as a motion within the agenda item ‘election of the members of the board of directors’. In this context, if the motion is filed with the company in a timely fashion, the board is obliged to publish the shareholder’s motion in the company’s invitation to the shareholders’ meeting at the company’s expense. However, shareholders may not directly access the share register and divulge their requests via a special proxy access tool.
Activists typically use the media or a dedicated web page for their campaigns once their intentions are publicly disclosed.
May shareholders call a special shareholders’ meeting? What are the requirements? May shareholders act by written consent in lieu of a meeting?
Any shareholder – individually or acting in concert – representing 5 per cent of the voting rights or capital (or in non-listed companies, 10 per cent of the voting rights or capital) has the right to call an extraordinary shareholders’ meeting. Certain companies have introduced lower thresholds in their articles of association. The request to call an extraordinary shareholders’ meeting must be made in writing to the company’s board of directors, stating the agenda items and respective motions. A brief explanation can be added by the shareholders, which must then be included in the notice convening the shareholders’ meeting. If the board of directors fails to grant such a request within a reasonable time, but no later than within 60 days, the requesting shareholders may ask the court to order that the meeting be convened.
Since 1 January 2023, companies may not only hold physical but also virtual (ie, with no physical venue solely by electronic means, provided that the articles of association permit this form and the board of directors designates an independent voting representative) and hybrid (ie, with a physical venue and the possibility of virtual participation) shareholders' meetings.
Litigation
In general, class actions are not specifically addressed in the Swiss civil procedure according to applicable law. The existing class action rights are limited to the violations of personality rights, but should be expanded in future also to enable the enforcement of claims for compensation. Today, the Swiss civil procedure nevertheless allows for a joinder of plaintiffs or defendants: several parties may join their lawsuits if the same court has jurisdiction, and all claims are based on the same set of facts and questions of law. This approach reduces costs and avoids conflicting judgments but increases complexity. Another corporate litigation tactic is to launch a single litigation test case to have a precedent for multiple actions involving the same set of facts and questions of law.
Shareholders are not able to directly prevent the company from accepting a private settlement with an activist shareholder. They may only challenge the board’s settlement resolution on the grounds that the decision was void or bring liability actions against the directors should the board have breached their directors’ duties and should they have caused damage to the company by doing so.
At the shareholders' meeting, every shareholder is entitled to request information from the board of directors on the affairs of the company and information from the external auditors on the methods and results of their audit (and in non-listed companies, beyond the shareholders' meeting, shareholders who together represent at least 10 per cent of the voting rights or capital may, in addition, request the board of directors in writing to provide information on company matters). The right to information is regularly used by activist shareholders to increase pressure prior to shareholders’ meetings. The information must be provided to the extent that company interests requiring confidentiality do not prevail.
In addition, any shareholder – individually or acting in concert – representing at least 5 per cent of the voting rights or capital has the right to inspect documents (again to the extent company interests requiring confidentiality do not prevail). The board is obliged to permit inspection within four months of receiving the request, and shareholders may take notes.
Finally, any shareholder – individually or acting in concert – representing at least 5 per cent of the voting rights or capital (or in non-listed companies, at least 10 per cent of the voting rights or capital) has the right to request a special audit if the shareholders' meeting has rejected a respective motion.
Compensation
The disclosure entails the number and type of securities, the percentage of voting rights, the facts and circumstances that triggered the duty to disclose, the date the threshold was triggered, the full name and place of residence of the natural persons or the company name and registered seat of legal entities, as well as a responsible contact person. The shareholder’s intentions must not be disclosed.
The disclosure must be made towards the company and the stock exchange within four trading days following the triggering event. The company must publish the required information within another two trading days. The maximum fine that may be imposed on non-reporting parties amounts to 10 million Swiss francs in the case of intentional conduct and 100,000 Swiss francs in the case of negligence. The Federal Department of Finance (FDF) is the competent authority to issue those fines. In most instances, the FDF commences its procedures following a criminal complaint made by the Financial Market Supervisory Authority (FINMA).
The disclosure requirements apply to all derivative instruments (eg, conversion rights and option rights), and long as well as short positions need to be disclosed. In addition, if shareholders are acting in concert, their shareholdings or holdings of derivative instruments are aggregated, and they need to make the disclosure as a group. For the purposes of the notification of significant shareholdings, parties are deemed to act in concert if they coordinate their behaviour, by contract or other organised procedure or by law, and this cooperation relates to the acquisition or sale of shareholdings or the exercise of voting rights.
Regarding preventative measures, the board may try to identify and reduce existing exposures of the company to activist shareholders, such as through minimising undervaluation, board instability and large cash reserves combined with a comparably low dividend payout ratio or fewer M&A transactions involving the company.
Additionally, the executive management should continuously monitor and assess the company’s shareholder base to identify potential shareholder activists. At this stage, the board may also consider appointing a (standby) task force comprising specialists in public relations, finance and law. However, even if the board manages to implement effective preventative measures, a complete elimination of the risk of becoming a target of activists is, in light of the various activists’ interests, not possible.
Once an activist investor emerges and expresses its concerns to the company’s board, which usually occurs in a private setting at first, the board should be in a position to revert to a set of prepared tools. First, a board is well advised to listen with an open mind and attempt to engage politely in a constructive dialogue with the activist investor, addressing and considering the activist’s legitimate concerns. Following a close examination of the issues raised, the dialogue should continue, and a dismissive or confrontational stance should be avoided. Consistency in the board’s engagement is important to preserve credibility.
Where no satisfactory solutions can be reached during the private conversations, the board may revert to its defence tools, which include:
The company may be able to identify an investor who would go public in support of the board. An approach that has proven effective in past activist campaigns is to slightly relent towards the position of the activist with a moderate alternative proposal to steal the activist’s thunder.
As a long-term defence measure, some target boards consider gaining a friendly long-term anchor shareholder who is supportive of the current board’s strategy.
Defences
Such structural defences may be an efficient tool to hinder short-term interested shareholders. In addition, Swiss regulation already provides for certain effective impediments an activist must overcome, including, especially, the disclosure requirements and the mandatory tender obligation (at 33.3 per cent) pursuant to the Financial Market Infrastructure Act, as well as the lack of access to the company’s share register. It is a difficult balancing act for the activist to engage in conversations with other shareholders and to avoid triggering disclosure obligations or even a mandatory bid obligation owing to acting in concert. Target boards sometimes use this legal risk to destabilise the activist shareholders and shareholders showing sympathy with their actions.
A structural feature that makes a corporation more likely to be the target of shareholder activism is, in particular, the implementation of an opting-out clause (or an opting-up clause, respectively) regarding mandatory bid obligations. The release of an investor building up a majority stake from the duty to launch a public tender offer means the elimination of a legal challenge that activists face in Switzerland.
In addition, the dialogue with proxy advisers (ISS, Glass Lewis and Ethos) gives the company a rough indication of how some of the votes might be cast at the shareholders’ meeting. A regular dialogue with proxy advisers is advisable to ensure proxy advisers understand the company's reasoning, particularly if it deviates from proxy advisers' policy guidelines.
On the shareholder side, the joining of forces by shareholders with regard to an activist campaign is rather uncommon, except for campaigns focusing on environmental and social matters (eg, campaigns at Glencore in 2023 and Nestlé in 2024). Nevertheless, recent years have also seen a limited number of cases in which shareholders pursuing predominantly strategic objectives have joined their forces (eg, the three founding shareholders of SoftwareOne in 2024, who together held a stake of 29 per cent in the company at the time of the campaign; or the activist investor group comprising Newgame and Bruellan, which at the time of the 2023 campaign regarding the Swiss public company GAM held a stake of 9.6 per cent).
Organised shareholders customarily conclude a shareholder agreement at first to outline their joint concerns and plan of action. Such agreements typically entail voting commitments regarding shareholders’ meetings, how to handle disclosure notification issues pursuant to the Financial Market Infrastructure Act (disclosure only needs to be made by one member of the group), provisions to avoid triggering the mandatory bid obligation, a communication policy and confidentiality obligations. Such jointly organised engagement allows shareholders to publicly announce their group with a joint approach, which can increase the pressure on the company. Even without a formal shareholder agreement, the acting in concert of several shareholders is likely to trigger disclosure obligations. Swiss law does not provide for any formal requirements for how activist shareholders must approach the company. Depending on their campaign strategy and their general policies, they will either engage with the company in confidential conversations or take the public route (which is typically preceded by confidential discussions). The levels of success of these approaches depend on the specific characteristics of the target, including the industry it belongs to.
Are directors commonly involved in shareholder engagement efforts?
Chairpersons occasionally engage with shareholders when it comes to board matters such as corporate governance (eg, on a governance roadshow).
Regarding the engagement with activist shareholders, board members are regularly involved. Once the initial private conversations between the activists and the target company turn out to be fruitful, it is common to contractually fix the framework conditions in the further approach (eg, relating to a supported board representation). It is common for activists to approach not only the chair of the company’s board but also those board members they already know or to whom they have been introduced through their networks.
Disclosure
The board is not obliged to disclose its engagement with activist shareholders for as long as no agreement is entered into. If, for example, an activist shareholder requests that an agenda item be tabled at the next shareholders’ meeting or that an extraordinary shareholders’ meeting be convened, the board must make an ad hoc publication. For SIX-listed companies, any such announcement must be distributed to SIX Exchange Regulation, at least two widely used electronic information systems, two Swiss daily newspapers of national importance, the website of the company and any interested party requesting to be included in the electronic distribution list.
Communication with shareholders
Generally, companies are free to approach their shareholders (eg, by way of letters to shareholders, public statements or individual approaches). As soon as the activist approach is publicly known, the media plays an important role in shaping shareholder opinion in the run-up to a shareholders’ meeting. The board usually engages with the key shareholders to gain their support, which may require that the board compromises on certain issues. This shareholder engagement by the board must occur within the limits of the law; in particular, the transparency rules and rules on equal treatment.
The board will also engage with proxy advisers to gain their support (possibly in the form of a special situations report) and, if successful, to make the proxy advisers’ recommendation public to underline the viability of the board’s position with its shareholders.
However, any shareholder holding at least 3 per cent in a listed company has to disclose, inter alia, the number of shares represented and the legal and beneficial owner. This information is available on the website of the respective stock exchange (eg, that of the SIX Swiss Exchange). To foreign investors, it may come as a surprise that they are, as shareholders, not entitled to address their concerns with other shareholders by directly or indirectly using the company’s share register or by including them in the company’s proxy materials.
After a few years of increased shareholder activism, many Swiss companies are aware of the related challenges and prepare for them, for example, by having their advisers lined up.
Looking ahead, a high number of activist campaigns is expected to persist in Switzerland. This may in part be due to the fact that activists will increasingly use AI-driven tools to identify target companies, assess their vulnerabilities and map shareholders who are sympathetic to the activists' views. If such technologies evolve beyond pure screening tools and can also be used to generate activist campaign materials, the cost of launching activist campaigns is going to decline further. This, in turn, is likely to contribute to a continued increase in activist activity.
With regard to the objectives that activist shareholders are likely to pursue in the future, the uncertain geopolitical situation and the ongoing tariff dispute with the US must be taken into account. Against this backdrop, we expect activist campaigns to focus primarily on strategic, operational and M&A objectives rather than environmental, social, and governance issues.
Shareholder Activism & Engagement, Lexology 2026
Primary sources
What are the primary sources of laws and regulations relating to shareholder activism and engagement? Who makes and enforces them?
Insider trading rules apply to activist activity; that is, if the intentions of the activist shareholder are deemed as inside information, the activist shareholder may not communicate the information to anyone, including other shareholders, before making it public unless the communication to other shareholders is required to comply with legal obligations or in view of entering into an agreement. An activist wanting to purchase shares in a company does not constitute insider trading. As the campaign typically includes more than just the purchase of target shares (eg, a change in board composition and a request for corporate actions), activist shareholders need to carefully structure their campaign and the building up of their stake to avoid risks of insider trading. In Switzerland, the corporate community is generally critical of shareholder activism because of its rather short-term orientation. The legislator and regulators have not expressed a position on shareholder activism but tend to lower the hurdles of shareholder minority rights. Retail shareholders and the general public will form an opinion on a case-by-case basis. Institutional shareholders will analyse the requests of the activists and decide whether to support them. Only in rare instances will they vote with the activist.It seems that basic materials, technology and services are the most targeted industries; however, the financial industry, luxury goods and industrial goods and the healthcare sector have also attracted interest from activists. Owing to a variety of reasons that have attracted activist shareholders in the basic materials industry, it should not be concluded that this industry is particularly prone to activist campaigns. There are also no regulatory reasons that facilitate shareholder activism in certain industries over others.
In recent years, Switzerland has seen shareholder activists engage in various campaigns, including the following:
- In 2025, Steven Wood, founder of the New York-based investment firm GreenWood Investors LLC, launched an activist campaign against the Swatch Group Ltd. Wood, holding a stake of about 0.5 per cent of voting rights in Swatch, publicly criticised the concentration of power within the company in the hands of the founding family Hayek. The Hayek family exercises dual control over the group through disproportionately high voting rights (43 per cent of the voting rights with a quarter of the capital) and its occupation of key positions on both the board of directors and executive management. At Swatch's AGM in 2025, Wood put himself forward for election to the company's board of directors as a representative of the bearer shareholders – a right granted to this category of shareholders under the Code of Obligations (CO). In the lead-up to the AGM, proxy advisers Glass Lewis and ISS recommended voting against the re-election of certain members of the Hayek family due to concerns about board independence. At the AGM in May 2025, according to Swatch, Wood's candidacy got rejected with 79.2 per cent of the votes. Following the AGM, both Wood and several corporate law experts criticised the conduct of the election as non-compliant with Swiss law. After his unsuccessful bid for a board seat, Wood shifted tactics in November 2025. Rather than pursuing direct board representation, he proposed a set of six corporate governance reforms to be put to a vote at Swatch's 2026 AGM. These include strengthening the representation of bearer shareholders and board independence, as well as enforcing a strict separation between executive management and supervisory functions.
- In September 2024, Europe's largest activist investment firm Cevian Capital AB disclosed a stake of 9.4 per cent in Baloise Holding AG, a Swiss insurance company selling general and life insurance products alongside banking and other services, making it Baloise's largest shareholder. Cevian built up its stake after the 2024 AGM, where Baloise's shareholders voted on several amendments to Baloise's articles of association, including the removal of a long-standing provision capping shareholders' voting rights at 2 per cent regardless of the size of their stake. The amendments were proposed by the investment firm zCapital AG and backed by the proxy advisers ISS, Glass Lewis and Ethos. Cevian was putting pressure to overhaul Baloise's strategy and add more insurance expertise to Baloise's board of directors. On 9 December 2024, Baloise announced that at the 2025 AGM, the board of directors would propose three new board members, one of whom is a representative of Cevian, while two serving board members would not stand for re-election. However, three days before Baloise's 2025 AGM, Baloise and Helvetia Holding AG, a competitor of Baloise, announced their intention to join forces in a merger of equals, creating the second-largest Swiss insurance group with a combined market share of around 20 per cent and the largest insurance employer in Switzerland. On the day of the 2025 AGM, Cevian sold its stake in Baloise to Helvetia's largest shareholder, who supports the combination, paving the way for the merger of equals with Helvetia.
- In March 2024, a group of shareholders acting through the non-profit non-governmental organisation (NGO) ShareAction requested that an amendment of Nestlé AG's articles of association regarding sales of healthier and less healthy foods be tabled on the agenda of Nestlé's 2024 AGM, stressing that they wanted to see a strategic shift to reduce over-reliance on the sale of less healthy foods, mitigating the risks these expose the company to, and capitalising on growing demand for healthier products. In its proxy statement, Nestlé recommended that its shareholders vote against the proposal, and before the AGM, several key institutional investors pre-declared their voting intentions. The proposal was finally clearly rejected with a majority of 87.88 per cent, which was a warning sign to the Nestlé board. The activist's request was supported by the Swiss proxy adviser Ethos, but was rejected by the large proxy adviser Glass Lewis.
The primary sources of laws and regulations relating to shareholder activism are the Code of Obligations (CO) governing the rights and obligations of companies’ boards of directors and shareholders in general and containing specific rules on the compensation of management and the board of directors as well as the Financial Market Infrastructure Act (FMIA), enacted on 1 January 2016, containing additional rules for listed companies and their shareholders. The provisions of the FMIA are set out in more detail in two ordinances, the Financial Market Infrastructure Ordinance (FMIO) and the Financial Market Infrastructure Ordinance by the Financial Market Supervisory Authority (FMIO-FINMA). The Takeover Ordinance (TOO) sets out detailed rules on public takeover offers, including boards’ and qualified shareholders’ obligations.
Companies listed on the SIX Swiss Exchange are also bound by, inter alia, the Listing Rules (LR-SIX), the Directive on Ad hoc Publicity (DAH) and the Directive on Information relating to Corporate Governance (DCG).
The CO and the FMIA are enacted by Parliament and the FMIO by the Federal Council, the FMIO-FINMA by the Financial Market Supervisory Authority FINMA (FINMA), the TOO by the Takeover Board, and the LR-SIX and the DAH by SIX Exchange Regulation.
Compliance with the CO is primarily enforced by the civil courts. FINMA enforces the FMIA as well as its ordinances, and the Takeover Board enforces the TOO and the takeover-related provisions of FMIO-FINMA. Compliance with the LR-SIX, the DAH and the DCG is enforced by the SIX Exchange Regulation.
Shareholder activism
How frequent are activist campaigns in your jurisdiction and what are the chances of success?
Compared to other jurisdictions, in particular the United States, the number of activist campaigns involving Swiss companies is still moderate. However, Switzerland has become a key European target for activist shareholders, ranking as the third most targeted country in Europe since 2024, following the United Kingdom and Germany. Despite a decrease of approximately 40 per cent in shareholder activism campaigns against Swiss companies in 2025 compared with 2024, Switzerland still holds its position as the third most targeted country in Europe.The chances of success depend on the content of the campaigns and cannot easily be measured, among others, because targets may announce changes in operations or strategic adjustments as their own (pre-existing) plans, which happen to coincide with the requests of the activist shareholder. Proxy fights at shareholders’ meetings are rarely successful, but occasionally activists win them (eg, at SoftwareOne’s AGM in 2024, all members of the board of directors were replaced, with the exception of one of the founding shareholders, who supported the board’s comprehensive renewal). The chances of success are typically higher if proxy advisers, such as the Institutional Shareholder Services (ISS) and Glass Lewis, issue voting recommendations in support of the activist’s requests.
How is shareholder activism generally viewed in your jurisdiction by the legislature, regulators, institutional and retail shareholders and the general public? Are some industries more or less prone to shareholder activism? Why?
In Switzerland, the corporate community is generally critical of shareholder activism because of its rather short-term orientation. The legislator and regulators have not expressed a position on shareholder activism but tend to lower the hurdles of shareholder minority rights. Retail shareholders and the general public will form an opinion on a case-by-case basis. Institutional shareholders will analyse the requests of the activists and decide whether to support them. Only in rare instances will they vote with the activist.It seems that basic materials, technology and services are the most targeted industries; however, the financial industry, luxury goods and industrial goods and the healthcare sector have also attracted interest from activists. Owing to a variety of reasons that have attracted activist shareholders in the basic materials industry, it should not be concluded that this industry is particularly prone to activist campaigns. There are also no regulatory reasons that facilitate shareholder activism in certain industries over others.
In recent years, Switzerland has seen shareholder activists engage in various campaigns, including the following:
- In 2025, Steven Wood, founder of the New York-based investment firm GreenWood Investors LLC, launched an activist campaign against the Swatch Group Ltd. Wood, holding a stake of about 0.5 per cent of voting rights in Swatch, publicly criticised the concentration of power within the company in the hands of the founding family Hayek. The Hayek family exercises dual control over the group through disproportionately high voting rights (43 per cent of the voting rights with a quarter of the capital) and its occupation of key positions on both the board of directors and executive management. At Swatch's AGM in 2025, Wood put himself forward for election to the company's board of directors as a representative of the bearer shareholders – a right granted to this category of shareholders under the Code of Obligations (CO). In the lead-up to the AGM, proxy advisers Glass Lewis and ISS recommended voting against the re-election of certain members of the Hayek family due to concerns about board independence. At the AGM in May 2025, according to Swatch, Wood's candidacy got rejected with 79.2 per cent of the votes. Following the AGM, both Wood and several corporate law experts criticised the conduct of the election as non-compliant with Swiss law. After his unsuccessful bid for a board seat, Wood shifted tactics in November 2025. Rather than pursuing direct board representation, he proposed a set of six corporate governance reforms to be put to a vote at Swatch's 2026 AGM. These include strengthening the representation of bearer shareholders and board independence, as well as enforcing a strict separation between executive management and supervisory functions.
- In September 2024, Europe's largest activist investment firm Cevian Capital AB disclosed a stake of 9.4 per cent in Baloise Holding AG, a Swiss insurance company selling general and life insurance products alongside banking and other services, making it Baloise's largest shareholder. Cevian built up its stake after the 2024 AGM, where Baloise's shareholders voted on several amendments to Baloise's articles of association, including the removal of a long-standing provision capping shareholders' voting rights at 2 per cent regardless of the size of their stake. The amendments were proposed by the investment firm zCapital AG and backed by the proxy advisers ISS, Glass Lewis and Ethos. Cevian was putting pressure to overhaul Baloise's strategy and add more insurance expertise to Baloise's board of directors. On 9 December 2024, Baloise announced that at the 2025 AGM, the board of directors would propose three new board members, one of whom is a representative of Cevian, while two serving board members would not stand for re-election. However, three days before Baloise's 2025 AGM, Baloise and Helvetia Holding AG, a competitor of Baloise, announced their intention to join forces in a merger of equals, creating the second-largest Swiss insurance group with a combined market share of around 20 per cent and the largest insurance employer in Switzerland. On the day of the 2025 AGM, Cevian sold its stake in Baloise to Helvetia's largest shareholder, who supports the combination, paving the way for the merger of equals with Helvetia.
- In March 2024, a group of shareholders acting through the non-profit non-governmental organisation (NGO) ShareAction requested that an amendment of Nestlé AG's articles of association regarding sales of healthier and less healthy foods be tabled on the agenda of Nestlé's 2024 AGM, stressing that they wanted to see a strategic shift to reduce over-reliance on the sale of less healthy foods, mitigating the risks these expose the company to, and capitalising on growing demand for healthier products. In its proxy statement, Nestlé recommended that its shareholders vote against the proposal, and before the AGM, several key institutional investors pre-declared their voting intentions. The proposal was finally clearly rejected with a majority of 87.88 per cent, which was a warning sign to the Nestlé board. The activist's request was supported by the Swiss proxy adviser Ethos, but was rejected by the large proxy adviser Glass Lewis.
What are the typical characteristics of shareholder activists in your jurisdiction?
Swiss public companies have been mainly targeted by international activist funds, but Swiss activist funds have also engaged in a number of situations.Although it is hardly possible to make a general statement regarding the short- or long-term orientation of the inhomogeneous group of activists present on the Swiss market, it is probably fair to say that they are naturally rather short-term oriented. Typically, activist shareholders aim to give all supporting shareholders a voice at the board table.
They may raise different issues that ultimately ensure companies are managed in their owners’ interests (whether short- or long-term interests). However, there has been an increasing level of more contentious activist interests in recent years. These activists are focused on ensuring that any Capex for the long-term benefit of the company is abstained from and immediately released to the shareholders (eg, by closing or spinning off separable divisions or increasing payout ratios). There is no clear pattern as to whether traditional institutional shareholders support activists in their endeavours. This partly depends on whether the activists benefit from the recommendations of leading proxy advisers.
What are the main operational governance and sociopolitical areas that shareholder activism focuses on? Do any factors tend to attract shareholder activist attention?
Shareholder activism in Switzerland primarily focuses on governance issues (particularly board representation and executive compensation) as well as on strategic and operational matters (particularly value creation for shareholders and divestitures). In addition, environmental and social matters still appear to attract the attention of activist shareholders.Activist shareholders pursuing governance, strategic and operational objectives typically seek (stronger) representation on the board of directors. It is estimated that activists in Switzerland use board representation as a tactic more than elsewhere in Europe. By contrast, activist shareholders pursue environmental and social matters, often coordinated by NGOs and in groups, by placing related items, such as information requests or amendment to the articles of association to the agenda of the AGM.
In light of the current geopolitical environment and the ongoing tariff disputes with the US, we expect that activist campaigns focusing on ESG matters will further decline or even disappear entirely.
Strategies
What common strategies do activist shareholders use to pursue their objectives?
In Switzerland, activist shareholders usually start by building a relatively small stake of shares in the target company to avoid triggering the disclosure obligations pursuant to the Financial Market Infrastructure Act (FMIA) (especially the first threshold of 3 per cent). Prior to increasing their stake, they typically make private contact with the target company’s executive management or board of directors to discuss their ideas and demands. These private negotiations are also the reason why it is believed that roughly half of all activist campaigns never become public. However, attention should be paid to the duty of equal treatment of all shareholders and the duty of ad hoc publicity.If the private negotiations fail, an activist may launch a public campaign, stating its key requests towards the target company with the aim of obtaining other shareholders’ support. Since in Switzerland, shareholders do not have a right to access the share register, the only way of reaching out to other shareholders holding less than 3 per cent is through publicity, such as a website. As psychology plays an important part in the fight for control, gaining the support of the public opinion is a crucial element in winning the battle. In addition, the publication of the key requests is likely to attract new investors and thus lead to an increase in the share price. Shareholders of the target company may start to support the activist shareholder, who may subsequently be able to negotiate an attractive compromise with the board of directors, following public support and possibly support from professional proxy advisers.
If no compromise can be found, proxy fights at shareholders’ meetings, litigation (eg, liability claims), or even criminal charges may be the route of escalation chosen by the activists.
Ahead of the shareholders’ meeting, the activist shareholder may decide to form a group with one or more other key shareholders. According to the FMIA, any person who reaches, exceeds or falls below 3, 5, 10, 15, 20, 25, 33.3, 50 or 66.6 per cent of the voting rights of the target company must notify the target company and the stock exchange (the SIX Disclosure Office for SIX-listed companies). The activist may use the disclosure as a signal of determination to the company and financial markets. It typically also triggers an additional round of media reports.
The activist shareholder often uses the shareholders’ meeting to speak publicly and reiterate its requests for improved performance. This is irrelevant to winning a proxy fight but aids the communication strategy.
Processes and guidelines
What are the general processes and guidelines for shareholders’ proposals?
All shareholders have the right to attend shareholders’ meetings, to vote and to request information and inspect documents (to the extent company interests requiring confidentiality do not prevail). The right to information is regularly used by activist shareholders to increase pressure prior to shareholders’ meetings. The board is obliged to respond to such questions during the shareholders’ meeting. All shareholders have the right to propose motions and counter-motions (eg, regarding board elections) at shareholders’ meetings and may request a special audit or a special expert committee to investigate certain facts and behaviours of the board or management.Furthermore, any shareholder (or group of shareholders) representing 0.5 per cent of voting rights or capital (or in non-listed companies, 5 per cent of voting rights or capital; the articles of association may contain a lower threshold) is entitled to demand that certain agenda items be tabled at the next shareholders’ meeting. If a shareholder demands that an agenda item be tabled for the next shareholders’ meeting, the respective deadline for the submission is contained in the articles of association and ranges typically between 40 and 55 days before the meeting. The company is obliged to include the item, the shareholders’ motion and a brief explanation of the requesting shareholder (optional) relating thereto in the invitation to the shareholders’ meeting. The board will add its own motion to the item.
Any shareholder (or group of shareholders) representing 5 per cent of the voting rights or capital (or in non-listed companies, 10 per cent of the voting rights or capital in non-listed; again, a lower threshold may be contained in the articles of association) may request that an extraordinary shareholders’ meeting be convened. Such a request must be made in writing to the company’s board of directors, stating the agenda items and respective motions. A brief explanation can be added by the shareholders, which must then be included in the notice convening the shareholders’ meeting. If the board of directors fails to grant such a request within a reasonable time, but no later than within 60 days, the requesting shareholders may ask the court to order that the meeting be convened.
Shareholders representing more than 33.3 per cent of the voting rights may block special resolutions (capital transactions, mergers, spin-offs, etc), shareholders holding more than 50 per cent of the voting rights may force ordinary resolutions (eg, appointment of a director) and shareholders representing at least 66.6 per cent of the voting rights may force special resolutions (eg, amendments to the articles of association or the delisting of the company's shares). As these thresholds typically relate to the total votes represented at the shareholders’ meeting and given that shareholder representation typically ranges between 45 and 70 per cent, the shareholdings required to pass the aforementioned thresholds are much lower.
Under the Code of Obligations (CO), a number of corporate decisions – such as the amendment of the articles of association; capital increases; the approval of the annual accounts and resolutions on the allocation of the disposable profit and; the election of board members, the chair, and the members of the compensation committee as well as board and management compensation – fall into the mandatory competence of the shareholders’ meeting of a listed company. The CO further foresees that elections (or re-elections, respectively) of board members must take place annually, and elections must take place individually. Therefore, activist shareholders that aim to deselect members of the board of directors are not required to request an extra agenda item for this purpose, but may simply vote against the re-election tabled by the company.
Except for the request for an extraordinary shareholders’ meeting or a special audit and the appointment of an auditor at the request of a shareholder, it is not possible to request that additional agenda items be tabled during the shareholders’ meeting. However, any shareholder may make motions relating to any agenda item during the shareholders’ meeting. This is particularly relevant with respect to any election items as additional persons may be proposed for election. Against the background that a significant number of shareholders cast their votes via the independent proxy without giving specific instructions as to ad hoc motions (or by instructing the independent proxy to follow the board’s recommendation in such cases), ad hoc motions generally have a low likelihood of succeeding.
Other than with respect to the number of votes or percentage of the capital, Swiss law does not distinguish processes depending on the type of shareholder submitting a proposal.
May shareholders nominate directors for election to the board and use the company’s proxy or shareholder circular infrastructure, at the company’s expense, to do so?
Any shareholder is entitled to nominate a director for election to the board, usually as a motion within the agenda item ‘election of the members of the board of directors’. In this context, if the motion is filed with the company in a timely fashion, the board is obliged to publish the shareholder’s motion in the company’s invitation to the shareholders’ meeting at the company’s expense. However, shareholders may not directly access the share register and divulge their requests via a special proxy access tool.Activists typically use the media or a dedicated web page for their campaigns once their intentions are publicly disclosed.
May shareholders call a special shareholders’ meeting? What are the requirements? May shareholders act by written consent in lieu of a meeting?
Any shareholder – individually or acting in concert – representing 5 per cent of the voting rights or capital (or in non-listed companies, 10 per cent of the voting rights or capital) has the right to call an extraordinary shareholders’ meeting. Certain companies have introduced lower thresholds in their articles of association. The request to call an extraordinary shareholders’ meeting must be made in writing to the company’s board of directors, stating the agenda items and respective motions. A brief explanation can be added by the shareholders, which must then be included in the notice convening the shareholders’ meeting. If the board of directors fails to grant such a request within a reasonable time, but no later than within 60 days, the requesting shareholders may ask the court to order that the meeting be convened.Since 1 January 2023, companies may not only hold physical but also virtual (ie, with no physical venue solely by electronic means, provided that the articles of association permit this form and the board of directors designates an independent voting representative) and hybrid (ie, with a physical venue and the possibility of virtual participation) shareholders' meetings.
Litigation
What are the main types of litigation shareholders in your jurisdiction may initiate against corporations and directors? May shareholders bring derivative actions on behalf of the corporation or class actions on behalf of all shareholders? Are there methods of obtaining access to company information?
Shareholders may, in principle, not file lawsuits on behalf of the corporation or on behalf of all shareholders. However, they may file liability actions against directors and members of the executive management where the payment of damages is directed to the company. In addition, any shareholder may challenge shareholders’ resolutions made in violation of the laws or the articles of association with effect for the entire company. Also, certain post-M&A appraisal actions under the Merger Act have erga omnes effect (ie, all shareholders in the same position as the claimant receive the same compensation). The cost of the proceedings must generally be borne by the company (ie, the defendant).In general, class actions are not specifically addressed in the Swiss civil procedure according to applicable law. The existing class action rights are limited to the violations of personality rights, but should be expanded in future also to enable the enforcement of claims for compensation. Today, the Swiss civil procedure nevertheless allows for a joinder of plaintiffs or defendants: several parties may join their lawsuits if the same court has jurisdiction, and all claims are based on the same set of facts and questions of law. This approach reduces costs and avoids conflicting judgments but increases complexity. Another corporate litigation tactic is to launch a single litigation test case to have a precedent for multiple actions involving the same set of facts and questions of law.
Shareholders are not able to directly prevent the company from accepting a private settlement with an activist shareholder. They may only challenge the board’s settlement resolution on the grounds that the decision was void or bring liability actions against the directors should the board have breached their directors’ duties and should they have caused damage to the company by doing so.
At the shareholders' meeting, every shareholder is entitled to request information from the board of directors on the affairs of the company and information from the external auditors on the methods and results of their audit (and in non-listed companies, beyond the shareholders' meeting, shareholders who together represent at least 10 per cent of the voting rights or capital may, in addition, request the board of directors in writing to provide information on company matters). The right to information is regularly used by activist shareholders to increase pressure prior to shareholders’ meetings. The information must be provided to the extent that company interests requiring confidentiality do not prevail.
In addition, any shareholder – individually or acting in concert – representing at least 5 per cent of the voting rights or capital has the right to inspect documents (again to the extent company interests requiring confidentiality do not prevail). The board is obliged to permit inspection within four months of receiving the request, and shareholders may take notes.
Finally, any shareholder – individually or acting in concert – representing at least 5 per cent of the voting rights or capital (or in non-listed companies, at least 10 per cent of the voting rights or capital) has the right to request a special audit if the shareholders' meeting has rejected a respective motion.
Fiduciary duties
Do shareholder activists owe fiduciary duties to the company?
Shareholders, including shareholder activists holding a significant or majority stake, do not owe any fiduciary duties or duty of loyalty to the company. They may, in particular, cast their votes in their own (short-term) interest irrespective of whether those interests are contrary to the company’s long-term interests.Compensation
May directors accept compensation from shareholders who appoint them?
There is no Swiss law or regulation preventing shareholders from paying direct compensation (ie, remuneration in addition to the compensation bindingly resolved by the shareholders’ meeting) to their directors. However, the shareholders may not derive any special rights from this contribution as the directors are always obliged to act in the best interest of the company (duty of loyalty to the company) and generally treat all shareholders equally. The board member will need to disclose and handle resulting conflicts of interest according to the company’s regulations, and the company may have to disclose the compensation in the annual report and pay social security contributions on all those amounts.Mandatory bids
Are shareholders acting in concert subject to any mandatory bid requirements in your jurisdiction? When are shareholders deemed to be acting in concert?
Shareholders acting alone or in concert with other shareholders with the intention to control the relevant company are obliged to launch a mandatory bid if they exceed the threshold of 33.3 per cent of the voting rights of a listed company. The articles of association of a company may raise the relevant threshold up to 49 per cent of the voting rights (opting up) or may put aside the duty to launch a takeover offer completely (opting out). Shareholders are deemed to act in concert with respect to the mandatory bid obligation if they coordinate their behaviour, by contract or other organised procedure or by law, and this cooperation relates to the acquisition or sale of shareholdings or the exercising of voting rights.Disclosure rules
Must shareholders disclose significant shareholdings? If so, when? Must such disclosure include the shareholder’s intentions?
Any shareholder or group of shareholders acting in concert must disclose if it attains, falls below or exceeds the threshold percentages of 3, 5, 10, 15, 20, 25, 33.3, 50 or 66.6 of the voting rights of the company (irrespective of whether the voting rights may be exercised or not). This applies to direct or indirect holdings of shares as well as to the holding of financial instruments with those shares as underlying ones. Shareholders are considered to be acting in concert if they are coordinating their conduct by contract or by any other organised method with a view to the acquisition or sale of shares or the exercise of voting rights.The disclosure entails the number and type of securities, the percentage of voting rights, the facts and circumstances that triggered the duty to disclose, the date the threshold was triggered, the full name and place of residence of the natural persons or the company name and registered seat of legal entities, as well as a responsible contact person. The shareholder’s intentions must not be disclosed.
The disclosure must be made towards the company and the stock exchange within four trading days following the triggering event. The company must publish the required information within another two trading days. The maximum fine that may be imposed on non-reporting parties amounts to 10 million Swiss francs in the case of intentional conduct and 100,000 Swiss francs in the case of negligence. The Federal Department of Finance (FDF) is the competent authority to issue those fines. In most instances, the FDF commences its procedures following a criminal complaint made by the Financial Market Supervisory Authority (FINMA).
Do the disclosure requirements apply to derivative instruments, acting in concert or short positions?
The disclosure requirements apply to all derivative instruments (eg, conversion rights and option rights), and long as well as short positions need to be disclosed. In addition, if shareholders are acting in concert, their shareholdings or holdings of derivative instruments are aggregated, and they need to make the disclosure as a group. For the purposes of the notification of significant shareholdings, parties are deemed to act in concert if they coordinate their behaviour, by contract or other organised procedure or by law, and this cooperation relates to the acquisition or sale of shareholdings or the exercise of voting rights.Insider trading
Do insider trading rules apply to activist activity?
Insider trading rules apply to activist activity; that is, if the intentions of the activist shareholder are deemed as inside information, the activist shareholder may not communicate the information to anyone, including other shareholders, before making it public, unless the communication to other shareholders is required to comply with legal obligations or in view of entering into an agreement. An activist wanting to purchase shares in a company does not constitute insider trading. As the campaign typically includes more than just the purchase of target shares (eg, a change in board composition and a request for corporate actions), activist shareholders need to carefully structure their campaign and the building up of their stake to avoid risks of insider trading.Fiduciary duties
What are the fiduciary duties of directors in the context of an activist proposal? Is there a different standard for considering an activist proposal compared to other board decisions?
Directors must apply the same standard of care to an activist proposal as to any other proposal or matter. They have to act and resolve in the best interest of the company and must treat all shareholders equally under equal circumstances. Also, board members (formally or informally) representing a shareholder on the board of directors must appropriately deal with their conflicts of interest when facing their shareholder’s activist campaign.Preparation
What advice do you give companies to prepare for shareholder activism? Is shareholder activism and engagement a matter of heightened concern in the boardroom?
As shareholder activism has gained traction in Switzerland, larger listed companies are investing more time and resources in activist engagement to deal with activists’ concerns appropriately. Accordingly, preparing and implementing preventative and defensive measures has become part of corporations’ routines. This increased attention may be regarded as one impact resulting from shareholder activism.Regarding preventative measures, the board may try to identify and reduce existing exposures of the company to activist shareholders, such as through minimising undervaluation, board instability and large cash reserves combined with a comparably low dividend payout ratio or fewer M&A transactions involving the company.
Additionally, the executive management should continuously monitor and assess the company’s shareholder base to identify potential shareholder activists. At this stage, the board may also consider appointing a (standby) task force comprising specialists in public relations, finance and law. However, even if the board manages to implement effective preventative measures, a complete elimination of the risk of becoming a target of activists is, in light of the various activists’ interests, not possible.
Once an activist investor emerges and expresses its concerns to the company’s board, which usually occurs in a private setting at first, the board should be in a position to revert to a set of prepared tools. First, a board is well advised to listen with an open mind and attempt to engage politely in a constructive dialogue with the activist investor, addressing and considering the activist’s legitimate concerns. Following a close examination of the issues raised, the dialogue should continue, and a dismissive or confrontational stance should be avoided. Consistency in the board’s engagement is important to preserve credibility.
Where no satisfactory solutions can be reached during the private conversations, the board may revert to its defence tools, which include:
- responding clearly and comprehensively to the activist (ignoring the issues addressed is usually not an option);
- using committed and consistent board communication (direct and public engagement with the shareholders, especially by issuing a white paper illustrating the company’s position); and
- engaging in dedicated dialogue with the company’s major shareholders and significant proxy advisory firms (to secure their support).
The company may be able to identify an investor who would go public in support of the board. An approach that has proven effective in past activist campaigns is to slightly relent towards the position of the activist with a moderate alternative proposal to steal the activist’s thunder.
As a long-term defence measure, some target boards consider gaining a friendly long-term anchor shareholder who is supportive of the current board’s strategy.
Defences
What defences are available to companies to avoid being the target of shareholder activism or respond to shareholder activism?
The potential target company may implement a set of defensive measures, particularly defensive provisions in the articles of association concerning, inter alia, transfer restrictions, voting rights restrictions (3 and 5 per cent are the most common thresholds), super majorities for specific resolutions to be taken by the shareholders’ meeting or the introduction of super-voting shares (ie, shares with a nominal value reduced by up to 10 times by keeping the one-share, one-vote principle, normally assigned to an anchor shareholder).Such structural defences may be an efficient tool to hinder short-term interested shareholders. In addition, Swiss regulation already provides for certain effective impediments an activist must overcome, including, especially, the disclosure requirements and the mandatory tender obligation (at 33.3 per cent) pursuant to the Financial Market Infrastructure Act, as well as the lack of access to the company’s share register. It is a difficult balancing act for the activist to engage in conversations with other shareholders and to avoid triggering disclosure obligations or even a mandatory bid obligation owing to acting in concert. Target boards sometimes use this legal risk to destabilise the activist shareholders and shareholders showing sympathy with their actions.
A structural feature that makes a corporation more likely to be the target of shareholder activism is, in particular, the implementation of an opting-out clause (or an opting-up clause, respectively) regarding mandatory bid obligations. The release of an investor building up a majority stake from the duty to launch a public tender offer means the elimination of a legal challenge that activists face in Switzerland.
Proxy votes
Do companies receive daily or periodic reports of proxy votes during the voting period?
Under the Code of Obligations, the independent proxy must treat the instructions of the individual shareholders confidentially until the shareholders' meeting. They may provide the company with general information on the instructions received not earlier than three working days before the shareholders' meeting and must explain at the shareholders' meeting what information they have provided to the company.In addition, the dialogue with proxy advisers (ISS, Glass Lewis and Ethos) gives the company a rough indication of how some of the votes might be cast at the shareholders’ meeting. A regular dialogue with proxy advisers is advisable to ensure proxy advisers understand the company's reasoning, particularly if it deviates from proxy advisers' policy guidelines.
Settlements
Is it common for companies in your jurisdiction to enter into a private settlement with activists? If so, what types of arrangements are typically agreed?
The entering into settlements with activists is not very common in Switzerland and is often not publicly disclosed. One example was the settlement of GAM's board of directors with the activist investor Newgame involving liquidity financing and a reconstitution of the board of directors.Shareholder engagement
Is it common to have organised shareholder engagement efforts as a matter of course? What do outreach efforts typically entail?
Public companies are increasingly reaching out to shareholders in a systematic manner to gain a deeper understanding of shareholder thinking and priorities. Larger companies will retain specialised firms to assist them with such engagement.On the shareholder side, the joining of forces by shareholders with regard to an activist campaign is rather uncommon, except for campaigns focusing on environmental and social matters (eg, campaigns at Glencore in 2023 and Nestlé in 2024). Nevertheless, recent years have also seen a limited number of cases in which shareholders pursuing predominantly strategic objectives have joined their forces (eg, the three founding shareholders of SoftwareOne in 2024, who together held a stake of 29 per cent in the company at the time of the campaign; or the activist investor group comprising Newgame and Bruellan, which at the time of the 2023 campaign regarding the Swiss public company GAM held a stake of 9.6 per cent).
Organised shareholders customarily conclude a shareholder agreement at first to outline their joint concerns and plan of action. Such agreements typically entail voting commitments regarding shareholders’ meetings, how to handle disclosure notification issues pursuant to the Financial Market Infrastructure Act (disclosure only needs to be made by one member of the group), provisions to avoid triggering the mandatory bid obligation, a communication policy and confidentiality obligations. Such jointly organised engagement allows shareholders to publicly announce their group with a joint approach, which can increase the pressure on the company. Even without a formal shareholder agreement, the acting in concert of several shareholders is likely to trigger disclosure obligations. Swiss law does not provide for any formal requirements for how activist shareholders must approach the company. Depending on their campaign strategy and their general policies, they will either engage with the company in confidential conversations or take the public route (which is typically preceded by confidential discussions). The levels of success of these approaches depend on the specific characteristics of the target, including the industry it belongs to.
Are directors commonly involved in shareholder engagement efforts?
Chairpersons occasionally engage with shareholders when it comes to board matters such as corporate governance (eg, on a governance roadshow).Regarding the engagement with activist shareholders, board members are regularly involved. Once the initial private conversations between the activists and the target company turn out to be fruitful, it is common to contractually fix the framework conditions in the further approach (eg, relating to a supported board representation). It is common for activists to approach not only the chair of the company’s board but also those board members they already know or to whom they have been introduced through their networks.
Disclosure
Must companies disclose shareholder engagement efforts or how shareholders may communicate directly with the board? Must companies avoid selective or unequal disclosure? When companies disclose shareholder engagement efforts, what form does the disclosure take?
Corporate law requires the board of directors to treat all shareholders equally under equal circumstances. Hence, valid reasons are required to allow for a selective information policy. Against the background that shareholders have no fiduciary duties towards the company, the board will rarely have valid reasons to selectively disclose confidential information to an activist shareholder within a proxy fight ahead of a shareholders’ meeting.The board is not obliged to disclose its engagement with activist shareholders for as long as no agreement is entered into. If, for example, an activist shareholder requests that an agenda item be tabled at the next shareholders’ meeting or that an extraordinary shareholders’ meeting be convened, the board must make an ad hoc publication. For SIX-listed companies, any such announcement must be distributed to SIX Exchange Regulation, at least two widely used electronic information systems, two Swiss daily newspapers of national importance, the website of the company and any interested party requesting to be included in the electronic distribution list.
Communication with shareholders
What are the primary rules relating to communications to obtain support from other shareholders? How do companies solicit votes from shareholders? Are there systems enabling the company to identify or facilitate direct communication with its shareholders?
As activist shareholders do not have access to the share register of the company, they may publish their intentions on their website or in the media (eg, with open letters to shareholders or by approaching significant shareholders).Generally, companies are free to approach their shareholders (eg, by way of letters to shareholders, public statements or individual approaches). As soon as the activist approach is publicly known, the media plays an important role in shaping shareholder opinion in the run-up to a shareholders’ meeting. The board usually engages with the key shareholders to gain their support, which may require that the board compromises on certain issues. This shareholder engagement by the board must occur within the limits of the law; in particular, the transparency rules and rules on equal treatment.
The board will also engage with proxy advisers to gain their support (possibly in the form of a special situations report) and, if successful, to make the proxy advisers’ recommendation public to underline the viability of the board’s position with its shareholders.
Access to the share register
Must companies, generally or at a shareholder’s request, provide a list of registered shareholders or a list of beneficial ownership, or submit to their shareholders information prepared by a requesting shareholder? How may this request be resisted?
The shareholders’ register of a Swiss company is not publicly available, and the shareholders may, therefore, not receive a list of the registered shareholders from the company. In addition, Swiss companies are not obliged to distribute information prepared by a requesting shareholder to the other shareholders.However, any shareholder holding at least 3 per cent in a listed company has to disclose, inter alia, the number of shares represented and the legal and beneficial owner. This information is available on the website of the respective stock exchange (eg, that of the SIX Swiss Exchange). To foreign investors, it may come as a surprise that they are, as shareholders, not entitled to address their concerns with other shareholders by directly or indirectly using the company’s share register or by including them in the company’s proxy materials.
Recent activist campaigns
Discuss any noteworthy recent, high-profile shareholder activist campaigns in your jurisdiction. What are the current hot topics in shareholder activism and engagement?
Activist engagement has become an established element of the Swiss capital market and is unlikely to disappear in the foreseeable future.After a few years of increased shareholder activism, many Swiss companies are aware of the related challenges and prepare for them, for example, by having their advisers lined up.
Looking ahead, a high number of activist campaigns is expected to persist in Switzerland. This may in part be due to the fact that activists will increasingly use AI-driven tools to identify target companies, assess their vulnerabilities and map shareholders who are sympathetic to the activists' views. If such technologies evolve beyond pure screening tools and can also be used to generate activist campaign materials, the cost of launching activist campaigns is going to decline further. This, in turn, is likely to contribute to a continued increase in activist activity.
With regard to the objectives that activist shareholders are likely to pursue in the future, the uncertain geopolitical situation and the ongoing tariff dispute with the US must be taken into account. Against this backdrop, we expect activist campaigns to focus primarily on strategic, operational and M&A objectives rather than environmental, social, and governance issues.
Shareholder Activism & Engagement, Lexology 2026
