Beste Unternehmensführung Anwälte in Bern

1. About Unternehmensführung Law in Bern, Schweiz

Unternehmensführung, in Swiss law often referred to as corporate governance, governs how a company is directed and controlled. The core framework is federal and applies across cantons including Bern. Central rules cover board responsibilities, fiduciary duties, shareholding rights, and transparency in reporting.

In Switzerland, the Swiss Code of Obligations (OR) contains the main provisions for stock corporations (Aktienrecht) and sets out directors duties, liability, and decision making. Cantonal variations do exist in how information is published and how commercial registers operate, but the substantive governance requirements come from national law. This makes Bern residents rely on federal statutes while navigating cantonal registers for filing and disclosure obligations.

For many Bern based companies, governance practices align with the Swiss Code of Best Practice for Corporate Governance as a reference point. While not legally binding for all firms, it guides expectations for board independence, risk oversight and shareholder communications. If your business is listed or engages in financial markets, additional rules from federal financial market regulations apply.

Source: OECD Principles of Corporate Governance emphasize the board's role in strategy, risk oversight and transparent disclosure. OECD.org

Source: International Corporate Governance Network guidelines highlight governance structures, board effectiveness and accountability. ICGN.org

Source: World Bank corporate governance resources provide international context for governance best practices and policy considerations. WorldBank.org

2. Why You May Need a Lawyer

Even small Bern based businesses can encounter governance issues that require legal counsel. Below are concrete scenarios where a corporate governance attorney provides critical help.

• A shareholder dispute arises over board decisions and the process to call a general meeting in Bern. A lawyer can advise on procedural requirements and protect rights under the articles of association and Swiss law.
• The board contemplates executive compensation or severance packages for a Bern based company. A solicitor can assess compliance with the Swiss Code of Obligations and disclosure requirements to avoid conflicts of interest or later liability claims.
• Directors face potential liability for a failed merger or acquisition in which fiduciary duties and duty of care are at issue. Legal counsel helps with risk assessment, due diligence and post deal governance integration.
• There is concern over disclosure and transparency obligations for a Bern SME that plans to go public or attract external investors. A lawyer can structure governance controls and reporting processes.
• A family owned business in Bern restructures its corporate form or replaces management through a share transfer. A corporate lawyer can oversee statutory filings, shareholder agreements and succession planning considerations.
• The company operates within financial markets or interacts with banks under FMIA related requirements. A lawyer ensures governance and reporting align with federal financial market regulations.

3. Local Laws Overview

The governance framework in Bern rests on federal statutes with cantonal administration handling registrations and local enforcement. Two key federal areas shape corporate governance in Bern:

• - Part governing stock corporations, board duties, representation, shareholder rights, and liability. The OR provides the baseline for governance practices in most Swiss companies.
• - Sets rules for the operation and oversight of financial market infrastructure and imposes governance and disclosure expectations on participants in financial markets. FMIA came into effect in the last decade and has shaped how Swiss firms manage risk, reporting and board oversight when dealing with regulated activities.
• - The cantonal commercial register in Bern administers registration, amendments and public notices for companies. While the substance of governance is federal, cantonal registration and public disclosure duties apply in Bern.