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Important commercial and corporate law updates | Switzerland

The following update has been provided by a multi-practice team at BIANCHISCHWALD LLC, via our firm network connection, Bird and Bird.

16 April 2020

Commercial

Updated from 2 April 2020

  • According to an amendment of 20 March 2020 to the COVID-19 Ordinance 2, gatherings of more than five persons in public areas, in particular in public places, on footpaths or in parks, are prohibited. In the case of gatherings of up to five persons each person must keep a distance of at least two metres from the others. The  prohibition has been extended and will remain in force until 11 May 2020.
  • The Ordinance on measures to combat the Coronavirus (COVID-19) (COVID-19 Ordinance 2) came into force on 13 March 2020 (current status as per 9 April 2020) and prohibits public or private events, including sports events and club activities. Publicly accessible establishments shall be closed to the public; this applies in particular to shops, markets, restaurants and cafés. Excluded from the regulation are take-away businesses, staff canteens, meal (home) delivery services, and restaurants and cafés for hotel guests. However, such establishments must comply with the recommendations issued by the FOPH relating to hygiene and social distancing (see above). The number of persons present must be limited accordingly, and gatherings of people must be prevented. The measures have been extended and will remain in force until 26 April 2020.

    On 16 April 2020, the Federal Council announced to gradually ease measures. In an initial phase commencing on 27 April 2020, the Federal Council intends to ease measures on businesses where there is only a low level of direct contact, where precautionary measures can easily be put in place, and where there will be no significant movements of people (such as DIY stores, hair dresser etc.).  However, a decision as to when restaurants, pubs and cafés will again be allowed to go open will be taken at one of the next meetings of the Federal Council.

14 April 2020

Commercial

  • On 1 April 2020, the Federal Council decided on a temporary amendment to the ordinance on electronic signatures.  It provides for a general possibility of video identification when issuing certificates. So far, a requirement for the certification of an electronic signature has been that the applicant appears in person at a registration office and can be identified. Video identification is now generally permitted for a limited period of six months as a possible method of identity verification.
  • According to an amendment of 20 March 2020 to the COVID-19 Ordinance 2, gatherings of more than five persons in public areas, in particular in public places, on footpaths or in parks, are prohibited. In the case of gatherings of up to five persons each person must keep a distance of at least two metres from the others. The  prohibition has been extended and will remain in force until 26 April 2020.
  • The Ordinance on measures to combat the Coronavirus (COVID-19) (COVID-19 Ordinance 2) came into force on 13 March 2020 (current status as per 9 April 2020) and prohibits public or private events, including sports events and club activities. Publicly accessible establishments shall be closed to the public; this applies in particular to shops, markets, restaurants and cafés. Excluded from the regulation are take-away businesses, staff canteens, meal (home) delivery services, and restaurants and cafés for hotel guests. However, such establishments must comply with the recommendations issued by the FOPH relating to hygiene and social distancing (see above). The number of persons present must be limited accordingly, and gatherings of people must be prevented. The measures have been extended and will remain in force until 26 April 2020.

Corporate

On 18 March 2020, the Federal Council ordered a so-called legal standstill in debt collection proceedings. This means that debt collection and insolvency proceedings will be suspended from 19 March 2020 up to and including 4 April 2020. The Federal Council decided that the current standstill in debt collection proceedings will not be extended and will end at 19 April 2020 midnight (irrespective of the extraordinary standstill in debt collection proceedings ordinary dept collection holidays take place during the period of 5 to 19 April 2020).

Data Protection

On 9 April 2020, the Swiss Federal Data Protection Supervisor has published detailed guidelines for the safe use of audio and video conferencing solutions (see https://www.edoeb.admin.ch/edoeb/de/home/aktuell/aktuell_news.html#1484404488, in German only).

6 April 2020

Data Protection

The Swiss Federal Data Protection Supervisor has published some general considerations concerning data processing by private entities in order to contain the spread of COVID-19 (see link https://www.edoeb.admin.ch/edoeb/en/home/latest-news/aktuell_news.html#-216122139 , in English). While this publication cannot be considered formal guidance (and thus not legally binding), we nevertheless recommend taking it into account when considering new measures in this context. In particular, there are relevant statements on body temperature measurements and tracking of mobility and proximity data.

2 April 2020

Commercial

  • According to (non-mandatory) recommendations issued by the Federal Office of Public Health (FOPH) relating to hygiene and social distancing, people are advised to keep distance (2 meters), avoid using public transport, wash their hands thoroughly for at least 30 seconds and cough and sneeze in a paper tissue or the crook of their arm. The recommendations have been updated on March 13 and provide that people shall stay at home and only leave the home if absolutely necessary that means, to purchase groceries, to go to the doctor or the pharmacy, to help someone, to go to work (if unable to work from home). People over the age of 65 or persons having an underlying medical condition are strongly recommended to stay at home under any circumstances unless to go to the doctor.
  • The Ordinance on measures to combat the Coronavirus (COVID-19) (COVID-19 Ordinance 2) came into force on 13 March 2020 (current status as per 1 April 2020) and prohibits public or private events, including sports events and club activities. Publicly accessible establishments shall be closed to the public; this applies in particular to shops, markets, restaurants and cafés. Excluded from the regulation are take-away businesses, staff canteens, meal (home) delivery services, and restaurants and cafés for hotel guests. However, such establishments must comply with the recommendations issued by the FOPH relating to hygiene and social distancing (see above). The number of persons present must be limited accordingly, and gatherings of people must be prevented.
  • According to an amendment of 20 March 2020 to the COVID-19 Ordinance 2, gatherings of more than five persons in public areas, in particular in public places, on footpaths or in parks, are prohibited. In the case of gatherings of up to five persons each person must keep a distance of at least two metres from the others.
  • On 18 March 2020, the Federal Council ordered a so-called legal standstill in debt collection proceedings. This means that debt collection and insolvency proceedings will be suspended from 19 March 2020 up to and including 4 April 2020 (for the time being).
  • On 26 March 2020, a state funded programme for granting loans backed by joint and several sureties of the Swiss Confederation for small and medium-sized companies came into force. It is based on an Ordinance passed by the Federal Council on 25 March 2020. The measures aim at supporting business liquidity to overcome operative cash flow deficits and turnover decrease while the market struggles from the COVID-19 crisis. Companies applying must fulfil certain minimum requirements, e.g. evidence of impact of the coronavirus pandemic on the company’s turnover. Credits of up to CHF 500,000 will be paid out promptly, with a minimum of administrative effort, and no interest will be charged. They are fully covered by state sureties. For loans exceeding the amount of CHF 500,000, an interest rate of 0,5% applies. 85% will be secured by the Swiss Confederation whereas the lending bank will cover the remaining unsecured part. The loans may be used for liquidity purposes only and borrowers have to comply with certain restrictions such as, e.g., no payment of dividends, until the loans are repaid in full. Loans are not available for companies with a turnover of more than CHF 500 million. Some cantons have also introduced additional measures to support companies.

Corporate

According to an amendment of 16 March 2020 to the COVID-19 Ordinance 2 (in force since 17 March 2020), (annual or extraordinary) shareholders meetings may be organized more flexibly, in particular is the board of directors permitted to request shareholders to exercise their rights exclusively in writing or online or through an independent proxy. If you have an imminent shareholders meeting, please let us know and we can outline practical steps to holding the meeting.

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