Swiss Supreme Court Strips Shareholders of Say on Asset Sales During Restructuring
The Swiss Federal Supreme Court has issued a landmark decision that significantly alters the balance of power between shareholders and creditors during corporate distress. According to ruling 5A_53/2026, when a company is placed under a composition moratorium, shareholders lose all statutory rights to approve or block asset disposal transactions. Experts at the prominent Swiss law firm Lenz & Staehelin emphasize that this judgment eliminates critical legal uncertainty, allowing for swift corporate rescues without owner obstruction.The Conflict: Corporate Framework vs. Insolvency RealityUnder standard Swiss corporate law, corporate asset sales fall within the competence of the board of directors. However, authority shifts to the shareholders if a transaction involves all or a substantial part of the company's assets, resulting in a factual liquidation with no intent to reinvest proceeds. Executing such sales without shareholder approval risks making the transaction null and void. Previously, the Supreme Court admitted exceptions only if a company was heavily over-indebted, facing a severe time crunch, or caught in a shareholder stalemate.The New Ruling: Composition Proceedings...