This chapter analyses different dimensions of Swiss corporate governance: ownership concentration and the capital structure, corporate finance and the role of banks, and inter-company networks. The authors examine the legal framework for corporate governance, as legal rules can empower insiders or other stakeholders, or instead protect minority shareholders. The emergence and the main characteristics of the traditional model is described to show that – despite some commonalities with the Anglo-Saxon system – the traditional Swiss system belonged to the insider-oriented type, in that it relied on non-market mechanisms and concentrated on the interests of corporate insiders (management, banks and blockholders) rather than external shareholders. The changes in the traditional model in the late 1980s is linked to the evolution of the Swiss model of corporate governance to a more liberal, shareholder-centred, model. The fourth section of the chapter explores the dynamics of institutional change, by looking first at legal reforms ant then at changes in corporate practices. The causes of these changes are analysed by the authors who argue that legal reforms were driven by changes in practices rather than the other way round. Finally, the authors highlight the importance of new types of financial investors and the changing sociological profiles of mangers in these transformations.
Résumé : Emilie Pasquier