Transformations of Self-Regulation and New Public Regulations in the Field of Swiss Corporate Governance (1985-2002)

Abstract

Switzerland was for a very long time characterised by a strong tradition of self-regulation by private actors in the economic sphere rather than by an extensive and detailed legal framework. This is particularly true in the field of corporate governance and more precisely visible in the Stock Corporation Law, the supervision of the stock exchanges and accounting rules. Due to very lax legal rules, mechanisms of "private governance" complemented the minimal legal framework in these three fields. Over the last twenty or so years, these mechanisms of self-regulation have nonetheless undergone profound change. In fact, private self-regulation has been incrementally formalised and replaced by more specific public regulations in five important fields: the transferability of shares, proxy-voting by banks, takeover bids, supervision of the stock exchanges and accounting rules. Due to changes in the international context, to the shifting preferences of important economic actors, and to the emergence of new actors (institutional investors and accountants), the legal framework of Swiss corporate governance has been reformed in a significant way.

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