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Aktien als digitalisierte Werte

Shares issued on a distributed ledger have already been designated as a future market standard. The potential of these dlt-shares is also acknowledged by the Swiss government, which has published a preliminary draft on the adaptation of federal law to developments in distributed ledger technology earlier this year. This essay focuses on various mainly private law issues related to the issuance and transfer of such dlt-shares. In the first section we review whether current Swiss law is compatible with dlt-shares. In the second section we examine dlt-shares under the preliminary draft. The authors come to the conclusion that current Swiss law allows the issuance and transfer of dlt-shares. Contrary to other opinions, dlt-shares can be transferred by simple transfer of the respective token if a contract assignment agreement has been concluded («Vertragsübernahme»). The preliminary draft provides for the electronic registration of rights on dlt-based systems. As a new category of securities, these rights will also have securities functions. Positive aspects of the preliminary draft are the clear allocation of rights and responsibilities and the seamless integration of the new rights into the existing corporate and securities laws. However, technological restrictions will continue to play a role in the transfer of dlt-shares. In order to overcome these obstacles, a solution is proposed which links the distributed ledger to the system of intermediated securities.