26 juin 2026 | Guide
Shareholder Rights and Activism in
Switzerland: Legal Framework and Key
Considerations
26 juin 2026 | Guide
Shareholder Rights and Activism in
Switzerland: Legal Framework and Key
Considerations
Shareholder activism is becoming an increasingly important feature of the Swiss corporate landscape. Investors, boards and listed companies must understand the legal framework governing shareholder rights, disclosure obligations, minority protections and engagement strategies. This guide outlines the key rules and practical considerations for shareholder activism in Switzerland.
In Switzerland, activist shareholders often start by building a relatively small stake of shares in the target company without triggering disclosure obligations. Prior to increasing their stake, they typically make private contact with the executive management or board of directors of the target company to discuss their ideas and demands. If these private negotiations fail, the activist shareholder may launch a public campaign with the aim of obtaining other shareholders’ support and gaining the support of the public opinion. Shareholders of the target company may then begin to support the activist shareholder, who may subsequently be able to negotiate an attractive compromise with the board of directors. If no compromise can be reached, proxy fights at shareholders’ meetings, litigation or even criminal charges may be the routes of escalation chosen by the activists.
Legal and regulatory tools available to activist shareholders include the shareholder’s right to:
Furthermore, shareholders of listed companies representing 5% of the share capital or of the votes (in non-listed companies, the threshold is 10%, whereas a lower threshold may be contained in the articles of association) can 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.
In addition, shareholders holding 0.5% of the capital or votes of listed companies (in non-listed companies, the threshold is 5%; again, a lower threshold may be contained in the articles of association) have the right to request that items be placed on the agenda and that motions relating to items on the agenda be included in the notice convening the shareholders’ meeting. A brief explanation can be added by the shareholders, which must then be included in the notice convening the shareholders’ meeting. The board will add its own motion to the item.
Shareholders representing more than 33.3% of the voting rights may block special resolutions (eg, capital transactions, mergers and spin-offs), shareholders holding more than 50% of the voting rights may force ordinary resolutions (eg, appointment of a director) and shareholders representing at least 66.6% 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 in Swiss listed companies typically ranges between 45% and 70%, the shareholdings required to pass the aforementioned thresholds are usually lower.
Under the CO, a number of corporate decisions – such as the amendment of the articles of association, capital increases, approval of the annual accounts and resolutions on allocation of the disposable profit, election of board members, the chair and 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 aiming 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 existing 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 by either giving a negative instruction or without giving any 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.
Swiss law provides for certain defensive measures against shareholder activism by allowing companies to include defensive provisions in the articles of association, such as:
However, such provisions would need to be introduced before an activist shareholder becomes involved, as they are unlikely to be supported by key shareholders at a shareholders’ meeting or may be considered undue restrictions from a corporate governance perspective.
In addition, Swiss law and regulations already provide for some hurdles that activist shareholders must overcome, including the duty to disclose shareholdings and the mandatory bid obligation (at 33.3% of the voting rights) pursuant to the FMIA as well as the lack of access to the company’s share register. It is a difficult balancing act for an activist shareholder to engage in conversations with other shareholders and avoid triggering disclosure obligations or even a mandatory bid obligation due to acting in concert with such shareholders. Target boards will sometimes use this legal risk to destabilise the activist shareholder and shareholders showing sympathy with the activist's actions.
A structural feature that makes a company 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 an elimination of a legal challenge that activists face in Switzerland.
Although the short- or long-term orientation of activists in the Swiss market is diverse, they tend to adopt a short-term focus.
The primary focus of activist shareholders in Switzerland are governance issues as well as strategic, operational and financial matters (particularly dividends and divestitures). Activist shareholders usually seek (stronger) representation on the board, and it is estimated that in Switzerland, activists use board representation as a tactic more than anywhere else in Europe. In addition, the implementation of specific rules on the compensation of management and the board of directors in the CO has led to increased attention to executive compensation issues: activist shareholders have a binding vote on the executive compensation of the Swiss company’s executive management and board of directors. It is extremely rare for shareholders to reject the compensation submitted to them for approval by the board of directors.
There were indications that next to governance issues, also environmental and social matters such as board gender diversity, environmental concerns or the disclosure of political spending and lobbying will play a bigger role in Swiss shareholder activism in the future. However, in light of the current geopolitical and economic environment, we expect that campaigns focusing on ESG matters will decline or even disappear entirely.
Activist shareholders 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 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.
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 for 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. They will only occasionally vote with the activist.
The most targeted industries seem to be basic materials, technology and services, but 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.
If these private negotiations fail, an activist shareholder 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% 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. In advance of the shareholders’ meeting, the activist shareholder may form a group with other shareholders, which may lead to disclosure obligations pursuant to the FMIA towards the target company and the stock exchange, provided that a relevant disclosure threshold is triggered(eg, reaching, exceeding or falling below the thresholds of 3%, 5%, 10%, 15%, 20%, 25%, 33 1/3%, 50% and 66 2/3% of the voting rights triggers a disclosure obligation). In such a case, the activist shareholder may use the disclosure as a sign of determination towards the target company and the market, which usually also triggers additional media attention. The activist shareholder often also uses the shareholders’ meeting to speak publicly as well as to reiterate its requests for improved performance.
The chances of success depend on the content of the campaigns and cannot easily be measured because, among others, 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 Institutional Shareholder Services (ISS) and Glass Lewis, issue voting recommendations in support of the activist’s requests.
Regarding preventative measures, the board of directors may try to identify and reduce existing exposure 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 shareholders to identify potential activist shareholders among them. At this stage, the board may also consider appointing a (standby) task force comprising specialists in public relations, finance and law.
If activist shareholders emerge, the company should be prepared to address and consider their requests and concerns open-mindedly in a private setting. Following a close examination of the raised concerns, the dialogue between the company and the activist shareholder should continue, especially to preserve the consistency and credibility of the board’s engagement.
If no satisfactory solutions can be negotiated during private conversations, the board of directors may opt for defensive measures, such as responding clearly and comprehensively to the activist shareholder, using committed and consistent board communication, and engaging in a dedicated dialogue with the company's major shareholders and significant proxy advisory firms to secure their support. If the company identifies that an activist shareholder is more likely to go public with its demands, an effective approach is to slightly relent towards its position with a moderate alternative.
In 2025, Steven Wood, founder of the New York-based investment firm GreenWood Investors LLC, launched an activist campaign targeting the Swatch Group Ltd Wood, holding a stake of about 0.5% 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% of the voting rights with one-quarter of the capital) and its occupation of key positions on both the board of directors and executive management. At Swatch's 2025 AGM, 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 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 2025 AGM, Wood's candidacy got rejected with 79.2% of the votes, according to Swatch. 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% 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% regardless of the size of their stake. The amendments were proposed by the investment firm zCapital 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% 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 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 its shareholders to 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%, 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.
This evolving activism landscape also needs to be viewed in light of recent changes to Swiss corporate law. On 1 January 2023, the revised law on stock companies (which forms part of the CO) came into force. The main objectives of the revision were to improve corporate governance, modernise the general meeting of shareholders and make capital requirements more flexible. In addition, the provisions formerly contained in the ordinance against excessive compensation in listed stock companies have been incorporated into the CO and several changes strengthening minority rights have been adopted. In particular, the thresholds for requesting that a shareholders’ meeting be convened or that items be placed on the agenda or motions relating to existing agenda items be included have been amended. In connection with the latter, the requesting shareholder now has the right to add a brief explanation, which must be included in the notice convening the shareholders’ meeting. Because shareholders in Switzerland do not have a right to access the share register and could thus so far not reach out to shareholders holding less than 3% (except via public statements and the media), this new instrument marks a significant improvement from an activist shareholder's perspective, to some extent levelling the playing field. However, there is no direct connection between recent campaigns and the revision (ie, the recent campaigns would also have been possible before the revised law came into force). It remains to be seen whether these reforms will further support the trend of recent years and lead to more activist campaigns in Switzerland.
In addition to the corporate law revision already enacted, further legislative projects that could affect the conduct of activist shareholders are still in the pipeline. One of these projects concerns the revision of the FMIA, which will adapt the FMIA to technological developments and developments in international standards, and to foreign legal systems. Among other changes, the disclosure threshold of 3% shall be removed, raising the lowest reportable disclosure threshold to 5% in line with the disclosure rules in the majority of EU member states, the US, Hong Kong and Singapore. The revision of the law is intended to further strengthen the stability of the financial system and the competitiveness of Switzerland as a financial centre, but also contains a significant number of controversial changes. The consultation process ended in October 2024, but the revised FMIA is not expected to come into force before 2027.
Furthermore, political aspirations to introduce wider foreign investment control in Switzerland took shape last year. At the end of 2025, the Swiss parliament adopted the Investment Screening Act, which is expected to enter into force in 2027. This new FDI regime will apply to acquisitions of Swiss companies by foreign state-controlled investors in sectors deemed critical to Switzerland's public order or security. Such takeovers will require an approval from the State Secretariat for Economic Affairs.
As shareholder activism has gained traction in Switzerland, larger listed companies are investing more time and resources in activist engagement to address activists’ concerns appropriately. Accordingly, preparing and implementing preventative and defensive measures have become part of corporations’ routines. This increased attention may be regarded as an impact resulting from shareholder activism.
Owing to the uncertain geopolitical situation and the increasing use of AI-driven tools to identify and analyse target companies, it is expected that activist campaigns targeting Swiss companies will continue to increase. We expect governance issues as well as strategic, operational and financial matters to remain the focus of activist shareholders, with ESG matters on the decline.
Lexology, In-Depth, Shareholder Rights and Activism, 2026
Introduction
Shareholder activism refers to the active and conscious, direct or indirect influence by one or more shareholders on the strategy, corporate governance or environmental, social, and governance (ESG) policy of a listed company. The actions and approaches taken by activist shareholders vary depending on the type of activist shareholder, the goals they pursue, the corporate governance and the shareholder base of the targeted company.In Switzerland, activist shareholders often start by building a relatively small stake of shares in the target company without triggering disclosure obligations. Prior to increasing their stake, they typically make private contact with the executive management or board of directors of the target company to discuss their ideas and demands. If these private negotiations fail, the activist shareholder may launch a public campaign with the aim of obtaining other shareholders’ support and gaining the support of the public opinion. Shareholders of the target company may then begin to support the activist shareholder, who may subsequently be able to negotiate an attractive compromise with the board of directors. If no compromise can be reached, proxy fights at shareholders’ meetings, litigation or even criminal charges may be the routes of escalation chosen by the activists.
Legal and regulatory framework
The primary sources of laws and regulations relating to shareholder activism are the Swiss 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 the boards’ and qualified shareholders’ obligations. In addition, companies listed on the SIX Swiss Exchange are subject to, inter alia, the Listing Rules (LR-SIX), the Directive on Ad hoc Publicity (DAH) and the Directive on Information relating to Corporate Governance (DCG).Legal and regulatory tools available to activist shareholders include the shareholder’s right to:
- vote;
- request information (which is often used to increase pressure on the target company prior to a shareholders’ meeting);
- inspect documents (to the extent company interests requiring confidentiality do not prevail);
- propose motions and counter-motions at shareholders’ meetings;
- request a special audit or a special expert committee to investigate certain facts and behaviours of the management or the board of directors; and
- file an action for liability against members of the board or executive management, or both.
Furthermore, shareholders of listed companies representing 5% of the share capital or of the votes (in non-listed companies, the threshold is 10%, whereas a lower threshold may be contained in the articles of association) can 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.
In addition, shareholders holding 0.5% of the capital or votes of listed companies (in non-listed companies, the threshold is 5%; again, a lower threshold may be contained in the articles of association) have the right to request that items be placed on the agenda and that motions relating to items on the agenda be included in the notice convening the shareholders’ meeting. A brief explanation can be added by the shareholders, which must then be included in the notice convening the shareholders’ meeting. The board will add its own motion to the item.
Shareholders representing more than 33.3% of the voting rights may block special resolutions (eg, capital transactions, mergers and spin-offs), shareholders holding more than 50% of the voting rights may force ordinary resolutions (eg, appointment of a director) and shareholders representing at least 66.6% 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 in Swiss listed companies typically ranges between 45% and 70%, the shareholdings required to pass the aforementioned thresholds are usually lower.
Under the CO, a number of corporate decisions – such as the amendment of the articles of association, capital increases, approval of the annual accounts and resolutions on allocation of the disposable profit, election of board members, the chair and 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 aiming 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 existing 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 by either giving a negative instruction or without giving any 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.
Swiss law provides for certain defensive measures against shareholder activism by allowing companies to include defensive provisions in the articles of association, such as:
- restrictions on the transfer of shares;
- voting rights restrictions (3% and 5% are the most common thresholds);
- supermajorities 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).
However, such provisions would need to be introduced before an activist shareholder becomes involved, as they are unlikely to be supported by key shareholders at a shareholders’ meeting or may be considered undue restrictions from a corporate governance perspective.
In addition, Swiss law and regulations already provide for some hurdles that activist shareholders must overcome, including the duty to disclose shareholdings and the mandatory bid obligation (at 33.3% of the voting rights) pursuant to the FMIA as well as the lack of access to the company’s share register. It is a difficult balancing act for an activist shareholder to engage in conversations with other shareholders and avoid triggering disclosure obligations or even a mandatory bid obligation due to acting in concert with such shareholders. Target boards will sometimes use this legal risk to destabilise the activist shareholder and shareholders showing sympathy with the activist's actions.
A structural feature that makes a company 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 an elimination of a legal challenge that activists face in Switzerland.
Key trends in shareholder activism
Activist shareholders' characteristics
Swiss public companies have been mainly targeted by international activist funds, but Swiss activist funds have also engaged in a number of situations. A recent example of a Swiss-led activist campaign involved the biotechnology firm Evolva Holding AG, which made an offer in May 2025 to acquire all shares of GZO AG, a hospital in Wetzikon (Canton of Zurich). The hospital had run into financial difficulties and had been in composition proceedings since 2024. Therefore, Evolva, whose largest shareholder at the time was a creditor of GZO, proposed an alternative, more creditor friendly restructuring plan for GZO which would have resulted in the hospital being privatised. In June 2025, the offer was rejected by the entire shareholder base, consisting of 12 municipalities of the Canton of Zurich.Although the short- or long-term orientation of activists in the Swiss market is diverse, they tend to adopt a short-term focus.
Activist shareholders' objectives
Typically, activist shareholders aim to give all supporting shareholders a voice at the board table. Activist shareholders typically focus on the following topics:- corporate governance (such as board representation, changes to the articles of association, independence of the corporate bodies and executive compensation);
- changes to the company’s strategy;
- ESG;
- financial performance; and
- M&A.
The primary focus of activist shareholders in Switzerland are governance issues as well as strategic, operational and financial matters (particularly dividends and divestitures). Activist shareholders usually seek (stronger) representation on the board, and it is estimated that in Switzerland, activists use board representation as a tactic more than anywhere else in Europe. In addition, the implementation of specific rules on the compensation of management and the board of directors in the CO has led to increased attention to executive compensation issues: activist shareholders have a binding vote on the executive compensation of the Swiss company’s executive management and board of directors. It is extremely rare for shareholders to reject the compensation submitted to them for approval by the board of directors.
There were indications that next to governance issues, also environmental and social matters such as board gender diversity, environmental concerns or the disclosure of political spending and lobbying will play a bigger role in Swiss shareholder activism in the future. However, in light of the current geopolitical and economic environment, we expect that campaigns focusing on ESG matters will decline or even disappear entirely.
Activist shareholders 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 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.
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 for 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. They will only occasionally vote with the activist.
The most targeted industries seem to be basic materials, technology and services, but 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.
Shareholder activist strategies
Activist shareholders usually start by building a relatively small stake of shares in the target company to avoid triggering the disclosure obligations of the FMIA, especially the first threshold of 3%. Prior to increasing its stake, a typical activist shareholder will make private contact with the target company's executive management or board of directors to discuss its 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 these private negotiations fail, an activist shareholder 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% 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. In advance of the shareholders’ meeting, the activist shareholder may form a group with other shareholders, which may lead to disclosure obligations pursuant to the FMIA towards the target company and the stock exchange, provided that a relevant disclosure threshold is triggered(eg, reaching, exceeding or falling below the thresholds of 3%, 5%, 10%, 15%, 20%, 25%, 33 1/3%, 50% and 66 2/3% of the voting rights triggers a disclosure obligation). In such a case, the activist shareholder may use the disclosure as a sign of determination towards the target company and the market, which usually also triggers additional media attention. The activist shareholder often also uses the shareholders’ meeting to speak publicly as well as to reiterate its requests for improved performance.
The chances of success depend on the content of the campaigns and cannot easily be measured because, among others, 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 Institutional Shareholder Services (ISS) and Glass Lewis, issue voting recommendations in support of the activist’s requests.
Implementation of defence strategies by targeted companies
As shareholder activism has gained traction in Switzerland, larger listed companies are investing more time and resources to address activists’ concerns appropriately. Accordingly, preparing and implementing preventative and defensive measures have become part of corporations’ routines. This increased attention may be regarded as an impact resulting from shareholder activism.Regarding preventative measures, the board of directors may try to identify and reduce existing exposure 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 shareholders to identify potential activist shareholders among them. At this stage, the board may also consider appointing a (standby) task force comprising specialists in public relations, finance and law.
If activist shareholders emerge, the company should be prepared to address and consider their requests and concerns open-mindedly in a private setting. Following a close examination of the raised concerns, the dialogue between the company and the activist shareholder should continue, especially to preserve the consistency and credibility of the board’s engagement.
If no satisfactory solutions can be negotiated during private conversations, the board of directors may opt for defensive measures, such as responding clearly and comprehensively to the activist shareholder, using committed and consistent board communication, and engaging in a dedicated dialogue with the company's major shareholders and significant proxy advisory firms to secure their support. If the company identifies that an activist shareholder is more likely to go public with its demands, an effective approach is to slightly relent towards its position with a moderate alternative.
Recent shareholder activism campaigns
In recent years, Switzerland has seen activist shareholders 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 targeting the Swatch Group Ltd Wood, holding a stake of about 0.5% 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% of the voting rights with one-quarter of the capital) and its occupation of key positions on both the board of directors and executive management. At Swatch's 2025 AGM, 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 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 2025 AGM, Wood's candidacy got rejected with 79.2% of the votes, according to Swatch. 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% 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% regardless of the size of their stake. The amendments were proposed by the investment firm zCapital 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% 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 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 its shareholders to 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%, 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.
Year in review
Compared with other jurisdictions, in particular the United States, the number of activist campaigns involving Swiss companies is still moderate. However, Switzerland is 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% 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.^1This evolving activism landscape also needs to be viewed in light of recent changes to Swiss corporate law. On 1 January 2023, the revised law on stock companies (which forms part of the CO) came into force. The main objectives of the revision were to improve corporate governance, modernise the general meeting of shareholders and make capital requirements more flexible. In addition, the provisions formerly contained in the ordinance against excessive compensation in listed stock companies have been incorporated into the CO and several changes strengthening minority rights have been adopted. In particular, the thresholds for requesting that a shareholders’ meeting be convened or that items be placed on the agenda or motions relating to existing agenda items be included have been amended. In connection with the latter, the requesting shareholder now has the right to add a brief explanation, which must be included in the notice convening the shareholders’ meeting. Because shareholders in Switzerland do not have a right to access the share register and could thus so far not reach out to shareholders holding less than 3% (except via public statements and the media), this new instrument marks a significant improvement from an activist shareholder's perspective, to some extent levelling the playing field. However, there is no direct connection between recent campaigns and the revision (ie, the recent campaigns would also have been possible before the revised law came into force). It remains to be seen whether these reforms will further support the trend of recent years and lead to more activist campaigns in Switzerland.
In addition to the corporate law revision already enacted, further legislative projects that could affect the conduct of activist shareholders are still in the pipeline. One of these projects concerns the revision of the FMIA, which will adapt the FMIA to technological developments and developments in international standards, and to foreign legal systems. Among other changes, the disclosure threshold of 3% shall be removed, raising the lowest reportable disclosure threshold to 5% in line with the disclosure rules in the majority of EU member states, the US, Hong Kong and Singapore. The revision of the law is intended to further strengthen the stability of the financial system and the competitiveness of Switzerland as a financial centre, but also contains a significant number of controversial changes. The consultation process ended in October 2024, but the revised FMIA is not expected to come into force before 2027.
Furthermore, political aspirations to introduce wider foreign investment control in Switzerland took shape last year. At the end of 2025, the Swiss parliament adopted the Investment Screening Act, which is expected to enter into force in 2027. This new FDI regime will apply to acquisitions of Swiss companies by foreign state-controlled investors in sectors deemed critical to Switzerland's public order or security. Such takeovers will require an approval from the State Secretariat for Economic Affairs.
Outlook and conclusions
Swiss law offers a variety of legal and regulatory tools to shareholders wishing to start an activist campaign, with certain tools having been modernised and made more attractive for minority shareholders in the course of the recent revision of the law on stock corporations. While historically, shareholder activism was not a major topic in Switzerland, the country has become a key European target for activist shareholders in recent years.As shareholder activism has gained traction in Switzerland, larger listed companies are investing more time and resources in activist engagement to address activists’ concerns appropriately. Accordingly, preparing and implementing preventative and defensive measures have become part of corporations’ routines. This increased attention may be regarded as an impact resulting from shareholder activism.
Owing to the uncertain geopolitical situation and the increasing use of AI-driven tools to identify and analyse target companies, it is expected that activist campaigns targeting Swiss companies will continue to increase. We expect governance issues as well as strategic, operational and financial matters to remain the focus of activist shareholders, with ESG matters on the decline.
Footnotes
^1 Alvarez & Marsal, A&M Activist Alert, Review of 2025 and Outlook for 2026, available under A&M Activist Alert - The 2026 Outlook.pdf; Alvarez & Marsal, A&M Activist Alert, Review of 2024 and Outlook for 2025, available under https://www.alvarezandmarsal.com/sites/default/files/2025-01/A%26M%20Activist%20Alert%20%28AAA%29%202025%20Report.pdf.Lexology, In-Depth, Shareholder Rights and Activism, 2026
