Executive Summary

On 13 May 2026, the Federal Council opens a consultation process on amendments to the Code of Obligations (CO). Joint-stock companies will in future be required to disclose when voting rights advisory firms simultaneously provide services to the company itself. These conflicts of interest jeopardize independent voting rights advice to shareholders. Disclosure takes place with the invitation to the general assembly. The consultation period runs until 4 September 2026. The parliamentary origin is Motion 19.4122 Minder.

Persons

  • Motion 19.4122 Minder (parliamentary initiative)

Topics

  • Corporate Governance
  • Voting Rights Advisory
  • Conflicts of Interest
  • Code of Obligations
  • Shareholder Rights

Clarus Lead

The regulation addresses a growing transparency deficit in the Swiss equity market: voting rights advisors influence millions of voting decisions, although they often also act as advisors to the target company – a conflict of interest that has not previously had to be disclosed. The proposal strengthens information asymmetry in favor of shareholders and reduces the risk of manipulated recommendations through dual mandate structures.

Detailed Summary

Voting rights advisory firms analyze business reports and compensation systems of joint-stock companies and issue voting recommendations for general assemblies. These advisors are central intermediaries between companies and shareholders – their recommendations often shape the voting behavior of significant share packages.

The core problem: When the same companies provide management consulting or other services to the target company in parallel with voting rights advisory, incentive distortions arise. An advisor might be tempted to give management more favorable recommendations in order to protect their main contract. The planned disclosure requirement forces joint-stock companies to explicitly name these conflicts – shareholders thereby receive information to assess independence.

The regulation is designed pragmatically: disclosure occurs through existing communication channels (invitation to the general assembly), not through new administrative burdens. If no conflict of interest exists or no voting recommendations were issued, the obligation does not apply. The Federal Council sees this as an instrument to safeguard the free formation of will by shareholders.

Key Statements

  • Voting rights advisors with dual mandates must henceforth disclose conflicts of interest
  • Disclosure takes place with the invitation to the general assembly
  • Consultation period runs until 4 September 2026; regulation is anchored in the Code of Obligations
  • Objective: Strengthen transparency and independent voting rights advisory

Critical Questions

  1. Evidence: How frequently do dual mandate structures demonstrably lead to distorted voting recommendations? What empirical data support the assumption of a systematic conflict of interest?

  2. Conflicts of Interest: Do certain actor groups (e.g., voting rights advisors without dual mandate risk) benefit from this regulation through competitive advantage? Is there a conflict of interest in the design of the regulation?

  3. Causality: Does mere disclosure lead to changed shareholder behavior, or is the information too technical for small shareholders? What alternatives (e.g., prohibition of dual mandates) were considered?

  4. Feasibility: How are "conflicts of interest" concretely defined and delimited? What penalties or sanctions threaten for non-disclosure?

Source Directory

Primary Source: [Fire Disaster in Crans-Montana / Disclosure of Voting Rights Advisory] – https://www.news.admin.ch/de/newnsb/B8a2nAJ5VVIb

Parliamentary Reference: Motion 19.4122 Minder – Conflicts of Interest in Voting Rights Advisory

Verification Status: ✓ 13.05.2026

This text was created with the support of an AI model. Editorial Responsibility: clarus.news | Fact-Check: 13.05.2026