Facts
[A. AG] is a corporation, of which shareholder [B.] holds 70 out of 210 registered shares. [B.] filed a lawsuit with the Commercial Court of the Canton of Zurich, primarily requesting that the corporate bodies of [A. AG] either hand over to her 70 registered shares or a certificate representing ownership of 70 registered shares in the form of a security.
The Commercial Court granted the claim, as it saw a statutory entitlement of shareholders to the securitization of their membership, unless this entitlement is expressly excluded in the company's articles of association. Since the articles of association of [A. AG] did not contain such an exclusion, the Commercial Court obliged the corporate bodies of the company to hand over the shares or a certificate to the plaintiff.
[A. AG] appealed against this judgment to the Federal Supreme Court.
Considerations
The Federal Supreme Court dismissed the appeal. It stated that shareholders generally have a statutory entitlement to have their membership rights securitized in a security. However, this entitlement can be excluded for registered shares in the company's articles of association.
The Federal Supreme Court justified this by stating that while securitization is the default rule that the law provides for corporations, the securitization of membership in a security is not an…