A qualified majority is a voting threshold higher than simple majority (50%+1), required for certain significant corporate decisions — statutory amendments, capital increases, mergers, disposal of material assets. In French SA/SAS law, extraordinary decisions typically require a two-thirds majority of votes present or represented. In Swiss CO law, major decisions often require two-thirds of share capital and half of registered shares. In M&A, qualified majority thresholds are critical for identifying potential blocking positions: a shareholder holding 34%+ of voting rights can technically block two-thirds majority resolutions — which is why acquirers systematically target above 67% in initial acquisition strategies to secure post-closing restructuring capacity.

‍

Example: in a Swiss SA merger, the extraordinary general meeting must approve the transaction by a qualified majority of two-thirds of votes represented and half of share capital. A shareholder holding 34% of votes can block the merger — which explains why an acquirer targeting a Swiss SA will typically seek to acquire at least 67%+ of voting rights before launching structural post-closing operations requiring qualified majority approval.

‍

Hectelion analyses qualified majority thresholds in due diligence to identify any shareholder with blocking power over post-acquisition transformation decisions.