Roman Gutzwiller
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Dr.
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Gutzwiller
First name
Roman
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roman.gutzwiller@unisg.ch

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  • Publication
    Type: journal article
    Journal: Aktuelle Juristische Praxis (AJP)
    Issue: 7
    URI: https://www.alexandria.unisg.ch/handle/20.500.14171/119110
  • Publication
    Die Einflussmöglichkeiten des Staates auf die Strategie einer Aktiengesellschaft mit staatlicher Beteiligung
    (Dike, 2017)
    Roman Gutzwiller
    For all Swiss companies limited by shares (“Aktiengesellschaften”), the strategic management of the company is a non-transferable and inalienable duty of the board of directors. However, the state (i.e. the Swiss Confederation, a canton, a district, a commune or any other public-law entity) may be interested in influencing or having an impact on the strategy of a company in which it has invested. This raises the question as to what possibilities the state has to influence the strategy and what consequences such an influence would have. The findings of the dissertation show that the strategic control that the state can exert on an entirely or partly state-owned Swiss company limited by shares is multifaceted with many different points of impact. To this end, the state has a range of instruments at hand, namely: regulatory instruments, instruments related to shareholder rights, the appointment of representatives to the board of directors, the determination of the strategic goals as well as various informal means. The success of these instruments may differ depending on the circumstances in each particular case. However, the effectiveness of the state’s influence on the strategy of a company limited by shares is generally limited by a variety of legal and de facto barriers. Furthermore, a variety of special questions are discussed in the dissertation. Particular focus is placed on the equal treatment of state and non-state shareholders, on the handling of the divergent interests of the state and the company, on the direct commitment to fundamental rights that a company exercising public functions has and on the consequences in terms of liability that would arise out of the state's influence on the strategy of a company limited by shares.
    Type: doctoral thesis
    URI: https://www.alexandria.unisg.ch/handle/20.500.14171/119103