Arbitration Clauses in Articles of Associations of Companies Limited by Shares – Are They Arbitration Agreements in the Sense of the New York Convention?

Recent Swiss legislation affirms that arbitration clauses in articles of association of capital companies are permissible for corporate-law disputes. As a rule, such clauses are inter alia binding on the company and its shareholders. Importantly, that is the case also for shareholders that voted against the clause. Hence, the question whether such clauses qualify as arbitration agreements under the New York Convention. This note argues that this is the case, that such clauses satisfy the writing requirement of Art. II(2) NYC and that awards of tribunals deriving their jurisdiction from such clauses, therefore, in principle, are enforceable under the New York Convention.