Federal Act
on the Amendment of the Swiss Civil Code
(Part Five: The Code of Obligations)

Art. 685f477

c. Trans­fer of rights

 

1 Where lis­ted re­gistered shares are ac­quired on a stock ex­change, the at­tend­ant rights pass to the ac­quirer on trans­fer. Where lis­ted re­gistered shares are ac­quired off-ex­change, the at­tend­ant rights pass to the ac­quirer as soon as he has sub­mit­ted a re­quest for re­cog­ni­tion as share­hold­er to the com­pany.

2 Un­til such re­cog­ni­tion of the ac­quirer by the com­pany, he may not ex­er­cise the right to vote con­ferred by the shares or any oth­er rights as­so­ci­ated with that right to vote. The ac­quirer is not re­stric­ted in his ex­er­cise of any oth­er share­hold­er rights, in par­tic­u­lar sub­scrip­tion rights.

3 Ac­quirers not yet re­cog­nised by the com­pany are entered as share­hold­ers without the right to vote in the share re­gister once the rights have been trans­ferred. The cor­res­pond­ing shares are deemed to be un­rep­res­en­ted at the gen­er­al meet­ing.

4 Where the com­pany’s re­fus­al is un­law­ful, the com­pany must re­cog­nise the ac­quirer’s right to vote and the rights as­so­ci­ated there­with from the date of the court judg­ment and pay the ac­quirer dam­ages un­less it can show that it was not at fault.

477 In­ser­ted by No I of the FA of 4 Oct. 1991, in force since 1 Ju­ly 1992 (AS 1992 733; BBl 1983 II 745).

 

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