Facts
The A. GmbH, a Swiss company headquartered in W., which operates the distribution of agricultural, consumer and consumer products, particularly pet food and dietary supplements, sued the B. GmbH, a German company headquartered in U./DE, which aims to distribute dietary supplements and technical products for revitalization. The B. GmbH holds 30% of the share capital in the A. GmbH, whose managing director is D.
By a claim filed on September 15, 2014, the A. GmbH applied to the Cantonal Court of the Canton of Zug to exclude the B. GmbH as a shareholder and to transfer its shares to the A. GmbH without compensation. The Cantonal Court partially upheld the claim and excluded the B. GmbH as a shareholder, but dismissed the claim in all other respects.
The B. GmbH appealed against this judgment to the High Court of the Canton of Zug, which upheld the appeal and dismissed the claim for exclusion of the B. GmbH as a shareholder.
The A. GmbH then filed a civil law appeal with the Federal Supreme Court, which partially upheld the appeal, set aside the contested decision and remanded the case for re-examination to the lower instance.
Considerations
The Federal Supreme Court concluded that the lower instance had violated the A. GmbH's right to be heard by not taking into account various legally relevant circumstances.
On the one hand, the lower instance did not appreciate that the B. GmbH or its managing director C. held an event with numerous distribution partners and employees of the A. GmbH, although neither the B. GmbH nor its managing director had management powers. This conduct should have been taken into account in the required balancing of interests.
On the other hand,…