Lawyers' Stock Corporation Governance Structure Compliance Review

Registered lawyers practicing as employees of a stock corporation, whose purpose included providing legal services, were reviewed by the supervisory authority to ensure continued compliance with professional regulations when operating in that corporate form. The court reasoned that while the rules of professional conduct under the Federal Act on the Freedom of Establishment for Lawyers (BGFA) apply automatically to employed lawyers without explicit mention in the statutes, the core issue was the governance structure to ensure control by registered lawyers, as required by the "Zurich Model" for mixed partnerships. Specifically, the court found the current statutes deficient because they did not mandatorily require that resolutions at both the general assembly and the board of directors be carried by a majority (counted by head) of registered lawyers, especially considering potential future scenarios like the death or deregistration of key shareholders, and therefore required the corporation to amend its statutes to anchor these quorum requirements legally to guarantee persistent control by registered attorneys.