169 ARBITRATION LAW New Regulations Under Swiss Law The process for the revision of Swiss corporate law had been ongoing since 2007.5 After remaining open to discussion until 2015, the draft Swiss Code of Obligations was adopted by the Swiss Federal Assembly in June 2020, but has not yet entered into force. In accordance with these amendments, the Swiss Civil Procedure Code and the Federal Act on Private International Law have also been revised. The Swiss Federal Act on Private International Law was adopted by the Swiss Federal Assembly on 19 June 2020 and entered into force on 1 January 2021. A new paragraph stating that the relevant provision can also be applied by analogy to unilateral legal transactions or to arbitration clauses in the articles of association, has been added to art. 178 of the Federal Act on Private International Law which states that the arbitration agreement can be concluded in any form that can be proven in writing or text. The same amendment was made in art. 358 of the Civil Procedure Code. The discussions regarding on whom the arbitration clause is binding and whether the arbitration clause imposes obligations on shareholders, could not be ended with the amendments made in the Federal Act on Private International Law and the Civil Procedure Code. These discussions were ended with the amendment of the Swiss Code of Obligations. The free translation of article 697N, added to the Swiss Code of Obligations but expected to enter into force at the end of 2022 or in 2023, is as follows: “Article 697N (1) The articles of association may provide that all corporate law disputes shall be decided by an arbitral tribunal seated in Switzerland. Unless the articles of association provide otherwise, corporate bodies, members of corporate bodies and shareholders are bound by such a clause. 5 Erdem, H. Ercüment: “İsviçre Şirketler Hukukuna İlişkin Kanun Taslağı ve Taslağın Türk Hukukuna Etkisi”, Banka ve Ticaret Hukuku Enstitüsü 60. Yıl Armağanı, Ankara 2015, p. 142.
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