Swiss Federal Supreme Court Rules that no Shareholder Approval is Required for Asset Sales During a Composition Moratorium
In a landmark decision (BGer 5A_53/2026 of 6 May 2026), the Swiss Federal Supreme Court has clarified a key issue at the intersection of corporate and insolvency law. The Court held that, during a composition moratorium, asset sales which are subject to approval by the composition court do not require approval by the general meeting and that shareholders lack standing to challenge such court decisions. This applies even where the sale transaction involves all or a substantial part of the debtor company's assets and effectively results in a de facto liquidation.
In this Insight, we provide a concise overview of the decision and its practical implications for distressed M&A transactions, restructuring processes and, in particular, pre-pack structures.
