The Good Board

The Good Board is a practitioner’s reference on good corporate governance under Swiss law. It states the doctrine, reads comparative cases that bear on Swiss practice, and supplies the procedural and cognitive disciplines a board uses to apply doctrine honestly under pressure. The frame is the decisions a board actually faces — the dividend with a foreseeable liability, the FINMA letter, the whistleblower note, the AI deployment that has just gone wrong — rather than the doctrinal treatise read at leisure. Where foreign doctrine bears on Swiss practice, it is transposed, not merely translated: comparative cases from the UK, Delaware, and Germany are read through the Swiss-law lens and the differences are stated.

Position

The Good Board is a practitioner’s reference, not a doctrinal treatise. For the dogmatic apparatus of Swiss corporate law — the systematic article-by-article exegesis of the OR, the canon of competing scholarly readings — the standard German-language commentaries (BSK, ZK, OFK Aktienrecht and the surrounding monographic literature) remain the authority. This work reads alongside them, in a different register and for a different purpose: to translate Swiss doctrine into the question that sits on the board agenda this week.

The thesis that runs through the work — that procedure and cognitive architecture are the conditions under which doctrine is actually applied — is one half of an argument. The other half, that substantive sectoral judgement is the variable procedure cannot replace, is steel-manned in Decision-Making Under Uncertainty for Swiss Boards and should be read with the rest of this work in mind. Procedure is necessary; it is not sufficient. The work prioritises procedure because procedure is what a reference can usefully describe. Judgement is the contribution of the people in the room.

How the work is organised

The work is composed of four layers, each with a distinct register.

Agenda — situational briefings for boards preparing for a specific decision. Each page is built to the same seven-part structure: the situation in a single paragraph; the duties that bear on it; the process a disciplined board follows; the questions to ask management; the record to leave; the failure modes, anchored to real Swiss and comparative cases; and deep references back into doctrine and commentary. Fourteen canonical situations in three lanes — ordinary times, facing a decision, in distress.

Reference — living doctrinal articles on the core areas of Swiss board-level governance: director duties under Art. 717 OR, independent oversight in board-level disputes, litigation readiness for Swiss boards, shareholder disputes under Swiss law, corporate criminal exposure under Art. 102 StGB, litigation funding, and the emerging duties of boards overseeing artificial-intelligence systems. Each article is updated when the Swiss Federal Supreme Court, the cantonal courts, or the legislature shifts the position.

Commentary — dated notes on significant decisions as they are handed down. The stream includes comparative entries alongside Swiss ones: landmark decisions from the UK, Delaware, Germany, the Netherlands, and the European courts, transposed to Swiss law. Comparative entries carry a jurisdiction tag; Swiss entries are unmarked. A commentary entry frequently prompts an update to one or more reference articles; when it does, the reference article’s timestamp moves and a changelog entry records the change.

Apparatus — a glossary defining Swiss corporate-governance terms in English for readers arriving from the common-law traditions; and a curated prompts library for boards using AI assistants in strategic decisions, preceded by a mandatory note on confidentiality and legal privilege.

Method

Reference and Agenda articles are living documents. Each carries a last reviewed date and — where applicable — a last materially updated date. Substantive caveats remain on pages where the author wishes the reader to weigh a specific limit (an interest disclosure, an evolving regulatory area, a comparative-law transposition that depends on jurisdictional facts that may shift). Generic provisional caveats were retired with the first-edition release on 2026-05-05.

Commentary pieces — Swiss and comparative — are usually written to a stable first form and then updated only where later decisions or further reflection change the reading. Comparative commentary applies a consistent analytic template: the foreign decision stated faithfully; the Swiss-law transposition argued on Swiss-doctrinal grounds (Art. 717, Art. 716a, Art. 754 OR and surrounding provisions); convergences and divergences stated; practical consequences for Swiss boards drawn.

Authorship and independence

The Good Board is authored by Jonas Hertner, attorney at law in Zurich and Basel. The author is a practising attorney; the work is not, however, a promotional extension of his practice. It is a reference work, published in his personal scholarly capacity, and expresses his own views. Where positions articulated here reflect ongoing or recent practice, that is disclosed in the relevant article.

Scope

What the work covers reflects what the author’s practice engages. Topics treated in depth — director duties, independent oversight in disputes, litigation readiness, corporate criminal exposure, litigation funding, AI governance, decision-making under uncertainty — are matters in which the author advises actively. Where positions articulated here reflect ongoing or recent practice, that is disclosed in the relevant article (see, in particular, Independent Oversight in Board-Level Disputes).

Two categories of topic are deliberately out of scope. Matters where the author has direct or indirect professional involvement in current proceedings — including live FINMA matters and the 2023 Credit Suisse situation — are not treated until the proceedings have settled and engagement is clean. Topics outside the author’s regular practice — board composition under Art. 734f OR’s gender-target regime, formal succession planning, audit-committee architecture, ESG and non-financial reporting under Art. 964a ff. OR, D&O insurance as a focused topic — are not yet covered. They may be added as the work develops, or may better suit other authors. The work is not a comprehensive Swiss-corporate-governance reference and does not present itself as one.

The work is deliberately separated from the practitioner site (jonashertner.com) and from the primary-source project the author maintains (opencaselaw.ch). The three sites form a deliberate architecture: primary sources at opencaselaw.ch, reference and commentary here, the practice identity and engagement pathway at jonashertner.com. The Good Board speaks in the register of the board table; jonashertner.com speaks in the register of representation.

A note from the author

A word, in the first person, about why this work exists.

In a decade of representing boards and directors, what has struck me most is not how often the law is unclear. It is how rarely, when something goes wrong, the failure turns on a disputed point of doctrine. More often the failure is procedural, or cognitive, or both: the wrong people in the room at the wrong moment, the question never asked, the assumption never stress-tested, the dissent that arrived too late or not at all. The duty of care under Art. 717 OR is not exotic. The conditions under which a board actually discharges it are.

My working view, which underwrites the whole of this work, is that good governance is less a matter of getting the doctrine right than of building the procedural and cognitive architecture in which doctrine can be applied honestly. The law sets the standard. Whether a board meets it depends on whether the board has organised itself to see the decision clearly — to separate the inside from the outside view, to make space for genuine dissent, to write down what it actually believed and why. The cases in which boards are caught short are rarely cases in which they misread the statute. They are cases in which the process that would have surfaced the right question did not exist.

That is the thread that runs through this work. The reference articles state the doctrine. The Agenda pages frame the decisions on which boards are tested. The commentary reads cases — Swiss and comparative — for what they teach about the conditions of good decision-making, not only about the state of the rule. The prompts library offers a handful of cognitive tools that boards can use when the stakes are high and the ground is uncertain.

This is, in short, the reference I wish I had been handed when I began this work. Parts of it will be refined by later cases; parts will be proven wrong; parts already read, to me, as provisional. Readers who disagree — with a characterisation, a citation, a transposition, a framing — are warmly invited to write. The work is better for the argument.

— Jonas Hertner, Zurich and Basel

Citation format

Decisions of the Swiss Federal Supreme Court are cited in the conventional long form (e.g. BGE 149 III 123, consid. 4.2) with the docket number where useful (4A_123/2023). Statutes are cited by article and code abbreviation (Art. 717 OR, Art. 102 StGB). Comparative decisions are cited in their home conventions — [2022] UKSC 25 for UK decisions, 212 A.3d 805 (Del. 2019) for Delaware, BGHZ 135, 244 for German. Where an article or commentary piece cites external commentary, the full bibliographic reference is given on first mention. Wherever possible, Swiss primary-source citations link to the corresponding page on opencaselaw.ch.

Readers who wish to cite this work may do so as follows:

Jonas Hertner, The Good Board — A Reference on Good Corporate Governance under Swiss Law, thegoodboard.ch, [article title], [section number], last reviewed [date].

Use, reuse, and reproduction

You are welcome to read, quote, link, and reference this work, including when interacting with AI systems. Substantial reproduction in other works should attribute the author and link to the original. Training corpora and retrieval systems are welcome to ingest this work; the llms.txt provides a curated guide.

Colophon

The Good Board is set in Bradford LL — Book and Book Italic — for the body and display register, with Bradford Mono LL Regular for the citation register (case numbers, docket numbers, statute references). Bradford is a contemporary book-serif designed by Laurenz Brunner and published by Lineto, conceived for extended reading at small to medium sizes. The sans typeface in labels, breadcrumbs, and article-meta is the system sans stack (San Francisco on Apple platforms, Inter or Helvetica Neue elsewhere) with tracked small caps.

The vertical rhythm is set on a baseline of 1.5rem — equal to body line-height × 1em — and paragraph-level spacing, heading margins, blockquote and caveat frames all resolve to baseline multiples. Oldstyle proportional numerals appear in body prose; tabular lining numerals in the citation register and in dated article apparatus. Emphasis is true italic, never faux-bold. The landing page opens as a two-column spread at viewports ≥ 64em — title verso, contents recto — and stacks beneath. Print style is an independent artefact optimised for A4 book- register output. The work is typeset in a monochrome paper-warm palette in light mode and a warm-graphite palette in dark mode; a higher-contrast variant activates under prefers-contrast: more.

The site is published as hand-authored HTML hosted on GitHub Pages at github.com/jonashertner/thegoodboard; feeds in Atom 1.0 and JSON Feed 1.1 are at /feed.xml and /feed.json; a curated ingest guide for retrieval systems is at /llms.txt. Nothing is generated at build time; every page is written deliberately.

Disclaimer

Nothing in this work is legal advice. It describes the author’s understanding of Swiss law and governance practice at the date of last review. It does not create an attorney–client relationship. Swiss law evolves, and the application of general doctrine to a specific matter turns on facts, context, and contemporaneous legal judgment that this work cannot supply. For legal representation or advice on a specific matter, write to team@jonashertner.com.

Contact

For a specific matter — first call . This is the office line of the author’s Swiss practice. If a real situation is on your agenda, the direct conversation is the most efficient first step; the published work is a frame, not a substitute for legal judgement on your facts.

For correspondence on this work — corrections, suggestions, disagreements, proposed additions to the reference, comparative-commentary tips from foreign jurisdictions — write to team@jonashertner.com. The author makes no commitment to reply, but reads everything.

For new decisions. If you have identified a Swiss Federal Supreme Court or cantonal commercial-court decision that affects corporate governance and has not yet surfaced in the commentary, a note at the same email is welcome.