Facts
This case involved a dispute between a shareholder (plaintiff) and a joint-stock company (defendant) regarding the validity of resolutions passed at a general meeting. The plaintiff had filed a claim against the defendant, and the District Court of Basel-Landschaft West had upheld the claim and declared the resolutions passed at the defendant's general meeting of September 19, 2020 null and void.
The defendant then appealed to the Cantonal Court of Basel-Landschaft. However, the plaintiff revoked all powers of attorney granted by the defendant to its attorney Dr. [C.] . The Cantonal Court then did not enter into the appeal, as Dr. [C.] could no longer provide a valid power of attorney to represent the defendant.
The defendant, represented by Dr. [C.] , filed a complaint against this decision of the Cantonal Court with the Federal Supreme Court.
Considerations
The Federal Supreme Court first examined whether the complaint should be entered into. It concluded that the validity of the power of attorney was decisive both for entering into the complaint and for its substantive assessment. Therefore, it entered into the complaint without examining this admissibility requirement and decided it on the merits.
On the merits, the Federal Supreme Court stated that the lower court had rightly assumed that Dr. [C.] could no longer provide a valid power of attorney to represent the defendant. The plaintiff had effectively revoked the powers of attorney…