The Bankgesellschaft under pressure: Martin Ebner and the governance fight

An outsider from Zurich

While the Bankverein expanded abroad, the Bankgesellschaft became the stage of the most publicised shareholder conflict in Swiss corporate history. Its protagonist was Martin Ebner. He had founded the BZ Bank Zürich in 1985 at the age of thirty-nine after the private bank Vontobel had refused him a partnership. One of his first clients was his university friend Christoph Blocher, the industrialist and politician. The bank opened in the spring of 1985 at the Merkurstrasse in Winterthur, financed by a credit of CHF 7 million from the Winterthur branch of the Bankverein. Among its early clients were domestic insurance companies.¹

Ebner’s instruments were listed investment companies. In 1991 he and Blocher acquired control of Pharma Vision, and between 1992 and 1994 three further holding companies followed: BK Vision, Gas Vision, later renamed Spezialitäten Vision, and Stillhalter Vision. By 2002 these four companies had around 50,000 investors.² BK Vision concentrated its capital on bank shares, with the Bankgesellschaft as its most important holding. Ebner was a declared advocate of shareholder value. He wanted Swiss companies to be run in the interest of their shareholders, with lean structures, high returns on equity and a willingness to return surplus capital. Those demands were a direct challenge to the traditional governance of the Swiss big banks, whose boards were closely interwoven with the political, military and industrial elite of the country.

The attack on SBG

In April 1993 Ebner opened his campaign against the Bankgesellschaft, which the business magazine Bilanz later called a quintessentially Swiss bulwark of money. The magazine also described the long siege that followed.³ Through BK Vision he became the largest shareholder of SBG and tried to force a fundamental restructuring of the bank.⁴ His criticism concerned the low profitability of the bank, its excessive capital, the slow progress of its international strategy and the composition and independence of the board.

The management responded by proposing the introduction of a single class of shares. Because the Bankgesellschaft had bearer shares with a nominal value of 100 francs and registered shares with a nominal value of 20 francs, which functioned as voting-right shares, the proposed Einheitsaktie would have changed the relative voting power of the shareholders.⁵ The ensuing vote became a public battle for proxies. In their study of proxy fights, Rolf Watter and Corrado Rampini refer to the contests over the introduction of single shares at SBG and Ascom as the cases that had attracted most attention in Switzerland. They write that Ebner at SBG and Ernst Müller-Möhl at Ascom tried to maintain or strengthen their influence in this way. The authors also mention Ebner’s attempt to prevent the re-election of Christoph Blocher to the board of the old SBG. Ebner fought the proposal with a proxy campaign and later before the courts. Swissinfo summarises the outcome by saying that he narrowly lost the battle.⁶

Ebner’s legal proceedings against the members of the SBG board and against the company became particularly well known.⁷ They raised questions of Swiss company law that had rarely been tested in court, such as the limits of the board’s power to shape the capital structure against the will of a large shareholder and the rights of shareholders to information. The revised company law of 1991, which came into force in 1992, had strengthened minority rights and had introduced the special audit. The SBG case was one of the first great tests of the new law in practice.⁸

The meaning of the conflict

The conflict between Ebner and the Bankgesellschaft is often told as a personal duel between the self-made financier and Robert Studer, the chairman who embodied the old style of Swiss banking. It had a structural dimension as well. Ebner stood for a new type of shareholder who treated a bank as an investment to be measured by its return on equity and its share price. Studer stood for a type of leadership that regarded the bank as an institution with obligations to the country, its clients and its employees, and that saw a strong capital base as a virtue. Although Ebner narrowly lost the vote, his ideas prevailed. Within a few years the language of shareholder value had become the language of Swiss big banks. The Bankgesellschaft itself merged with the bank whose culture was closest to Ebner’s ideas.

The Bankgesellschaft also faced other difficulties. In January 1997 Christoph Meili, a night watchman at the bank in Zurich, discovered that employees were shredding archival documents from the war period, an affair described in the preceding Part of this book. The affair damaged the bank’s reputation at the moment when it was trying to present itself as a modern global institution. In 1997 the bank also suffered losses on its equity derivatives positions, which were widely regarded as a contributing factor in the decision to seek a merger. Robert Studer left the chairmanship in the course of the merger, whereas his successor at the top of the bank, Mathis Cabiallavetta, became one of its principal architects.⁹ The economic historian of the future will find it hard to separate the strands. Ebner’s pressure, the derivatives losses, the dormant accounts affair and the slow progress of its international strategy all weakened the Bankgesellschaft, and together they explain why the stronger bank by balance sheet entered the merger as the weaker partner in management.

Notes

1. SWI swissinfo.ch, “Ebners Etappen zum Erfolg”, https://www.swissinfo.ch/ger/archive-finanzplatz-schweiz/ebners-etappen-zum-erfolg/2848832; Bilanz, “Martin Ebner – BK Vision”, as cited above. ↩
2. SWI swissinfo.ch, “Ebners Etappen zum Erfolg”, as cited above. ↩
3. Bilanz, “Martin Ebner – BK Vision”, as cited above. ↩
4. Wikipedia, “Union Bank of Switzerland”, https://en.wikipedia.org/wiki/Union_Bank_of_Switzerland (cited for Ebner’s position as largest shareholder). ↩
5. Swiss Federal Supreme Court, BGE 121 III 219, judgment of 25 April 1995 in the matter of SBG v. BK Vision AG, https://servat.unibe.ch/dfr/bge/c3121219.html, facts: bearer shares of CHF 100 nominal value and registered shares of CHF 20 nominal value, described as Stimmrechtsaktien and subject to transfer restrictions under the articles of association. ↩
6. Rolf Watter and Corrado Rampini, “Proxy Fights”, publication of Bär & Karrer, https://www.baerkarrer.ch/userdata/files/publications/2013/10_34_40R47.pdf; SWI swissinfo.ch, “Ebners Etappen zum Erfolg”, as cited above. ↩
7. Wikipedia, “Martin Ebner”, https://en.wikipedia.org/wiki/Martin_Ebner. ↩
8. Code of Obligations, SR 220, footnote to Article 624: “Aufgehoben durch Ziff. I des BG vom 4. Okt. 1991, mit Wirkung seit 1. Juli 1992”, bilingual edition, https://www.droit-bilingue.ch/de-en/2/22/220-624-841.html; the special audit (Articles 697a ff.) was inserted by the same Act, https://droit-bilingue.ch/en-de/2/22/220-697f-977.html. ↩
9. Wikipedia, “Union Bank of Switzerland”, as cited above. ↩

For general information only. This article does not constitute legal or tax advice, does not replace advice on an individual case and creates no lawyer-client relationship. It reflects the legal position as of September 2025.