Facts
The dispute concerns the decision to dissolve three joint-stock companies ([B. AG] , [C. AG] and [D. AG] ) due to organizational deficiencies. The two equal shareholders of the holding company [B. AG] , [E.] and [A.] , were in a persistent conflict that prevented the management of the three companies. The Commercial Register Office of the Canton of Geneva seized the court to remedy these organizational deficiencies. The court of first instance ordered the auction sale of the shares of [B. AG] , but the cantonal court ultimately ordered the dissolution and liquidation of the three companies, appointing a special liquidator.Considerations
The Federal Court considered that the cantonal court had not violated the principle of proportionality by ordering the dissolution of the companies rather than the auction sale of the shares. It noted that dissolution was the solution most likely to ensure equal treatment of the shareholders, given the risk that an auction sale would allow one of them to acquire the shares at a price significantly lower than their real value. The cantonal court also considered that the auction sale with a reserve price would not…