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Corporate Control in Switzerland

Corporate Control in Switzerland RENE M. SCHMID XH E QUESTION OF CORPORATE CONTROL is a time-honored problem both in the United States and in the civil-law countries. I t is still a t issue. The statutor y development in some states providing for a security-for-ex- penses requirement is but one aspect of this fight for power within the corporate system. The growing restriction of the range of vested rights in judicial practice, which is a simultaneous movement both in this coun­ tr y and in Europe, is another sign of this development; this again does not benefit the general stockholder but favors concentration of power in the management stockholders. The general stockholder whose main weapon is his voting power in the legal meeting hitherto always has been the loser, for the reason that with respect to economic policy the bulk of individual stockholders are in a weak position against the group of man­ agement stockholders engaged in active enterprise. Though according to European corporation laws the board of directors is not co-ordinated but subordinated to the stockholders' meeting and though there does not exist a proxy machinery to the extent usual in the United States, the share of the general stockholder in the http://www.deepdyve.com/assets/images/DeepDyve-Logo-lg.png American Journal of Comparative Law Oxford University Press

Corporate Control in Switzerland

Schmid, René M.
American Journal of Comparative Law , Volume 6 (1) – Jan 1, 1957
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Publisher
Oxford University Press
Copyright
© 1957 by The American Association for the Comparative Study of Law, Inc.
ISSN
0002-919X
eISSN
2326-9197
DOI
10.2307/837887
Publisher site
See Article on Publisher Site

Abstract

RENE M. SCHMID XH E QUESTION OF CORPORATE CONTROL is a time-honored problem both in the United States and in the civil-law countries. I t is still a t issue. The statutor y development in some states providing for a security-for-ex- penses requirement is but one aspect of this fight for power within the corporate system. The growing restriction of the range of vested rights in judicial practice, which is a simultaneous movement both in this coun­ tr y and in Europe, is another sign of this development; this again does not benefit the general stockholder but favors concentration of power in the management stockholders. The general stockholder whose main weapon is his voting power in the legal meeting hitherto always has been the loser, for the reason that with respect to economic policy the bulk of individual stockholders are in a weak position against the group of man­ agement stockholders engaged in active enterprise. Though according to European corporation laws the board of directors is not co-ordinated but subordinated to the stockholders' meeting and though there does not exist a proxy machinery to the extent usual in the United States, the share of the general stockholder in the

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American Journal of Comparative Law – Oxford University Press

Published: Jan 1, 1957

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