ABSTRACT
This chapter argues that the “neutral” (and not necessarily profit-oriented) purpose of Swiss companies favors a “philanthropic” conception of the firm. To this end, it analyzes the relevant legal provisions of the Swiss Civil Code (SCC) and the Swiss Code of Obligations (SCO) to distinguish between at least five possible nuances of the term “purpose” as it applies to companies (or more generally, legal entities). On this basis, it concludes that companies can be used indifferently to pursue both economic and non-economic purposes (in an objective and a subjective sense on an exclusive or non-exclusive basis). While insufficient by itself, such a pre-condition appears necessary to support a definition of the company's interest exceeding that of its sole shareholders. In practice, the incorporation of third parties’ concerns can be achieved through private ordering, with significant implications for the company's mission, which consists of its why, what, and how. Against this backdrop, the Swiss legal framework seems particularly well suited to accommodate the current transition toward increased sustainability of business, for which bottom-up approaches remain preferred. However, to minimize opportunities for greenwashing, enhanced transparency for companies taking advantage of this flexibility seems desirable.
