Swiss corporation (AG) shareholder rights
The shareholder rights are the counterpart of the shareholder duties under swiss law (cp. the Article on shareholder duties). The different rights can be classified into the following groups:
Property rights: The most important right in this group is the right to a dividend. Just as well, the shareholders have the right to the liquidation proceeds upon dissolution of the AG. Basically, every shareholder is entitled to such payments in proportion to his holdings in the company (e.g. a shareholder holds 25% of an AG and is entitled to 25% of the paid dividend). However, the Articles of Association of a company may deviate from this principle in order to treat some shareholders preferentially in terms of property rights. These shareholders then receive a percentage of dividends and liquidation proceeds which is higher than their holdings (e.g. a shareholder receives 50% of the paid dividends even though he only holds 25% of shares).
Participation rights: The most essential participation right is the right to vote at the general meeting of shareholders (AGM). Moreover, the shareholder has the right to personal participation to the AGM (or to be represented), the right to speak at the AGM as well as the right to have an item placed on the Agenda for an AGM. Furthermore, every shareholder has to be invited in due time and has to receive an agenda. Last but not least, significant shareholders have the right to call for an EGM and to have their requests placed on the Agenda for the EGM.
Protection and information rights: Shareholders have the right to see the Annual Report as well as the Audit Report, to ask questions to the BoD at the AGM and, under certain conditions, to inspect further documents of the company. Additionally, the shareholders of a Swiss AG have various protection rights, such as the investor lawsuit against the BoD, if the BoD has acted contrary to duty, or the right to appeal against decisions taken by the General Meeting in violation of the law or the Articles of Association. In any case, the shareholders have the right to an independent auditor. Under certain conditions they even have the right to be represented in the BoD.
Right to perpetuation of percentage of shares held: If the company issues additional shares, the hitherto existing shareholders have the right to subscribe for these new shares in proportion to their shareholding quota in the company. For instance, if the shareholder holds 25% of the company’s shares, he is entitled to 25% of the newly issued shares.
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