In 2023, UBS Fund Management (Switzerland) AG received requests from institutional clients to file ESG-related shareholder resolutions in foreign markets. However, no single source could provide consistent, cross-jurisdictional legal risk guidance. This gap reflects a wider challenge in sustainable investing: regulatory frameworks differ sharply between countries, making it difficult for Swiss fund management companies to meet client expectations while safeguarding fiduciary duties and protecting against litigation or reputational damage.

The work followed three steps. First, a case-based analysis identified real-world risks from past shareholder resolution campaigns, including legal disputes, political backlash, and operational strain. Second, the shareholder proposal rules in nine major markets were mapped to highlight procedural differences and potential barriers. Finally, these findings were integrated into a 'Risk-Mitigation Envelope' (RME), a scoring tool that quantifies risks, incorporates mitigation measures, and embeds decision-making into a structured governance process inspired by UBS' operational model.

The study confirms that the risks associated with shareholder resolutions are material and vary considerably across jurisdictions. In common-law markets, procedural rules are typically clearer and more established, yet proponents face elevated litigation risks and potential cost burdens. In civil-law markets, shareholders may hold formal rights to submit proposals, but boards often retain broad powers to block them before they reach a vote, limiting practical impact. To navigate these divergent challenges, the RME framework integrates legal, reputational, and operational factors into a single, transparent risk score. This score is reinforced by governance “gates” designed to ensure decisions remain defensible, consistent with fiduciary duties, and aligned with stewardship principles. While ESG-focused shareholder filings by Swiss fund management companies will likely remain infrequent given resource constraints, jurisdictional complexity, and client demand, the RME equips them with a proactive, jurisdiction-sensitive approach for evaluating potential campaigns, enhancing internal readiness, supporting regulatory compliance, and aligning actions with client expectations.