Dismissal of the appeal against the appointment of a court-appointed administrator due to a deadlock in the company's organization

Facts

B. SA, a public limited company based in Geneva, has a share capital of CHF 1,400,000. The three directors of the company are C. (chairman), A. (vice-chairman) and D. (secretary). At the ordinary general meeting on October 26, 2011, due to a major conflict between the shareholders, the votes cast did not allow the re-election of the three directors and the auditor.

C. then filed a request with the Court of First Instance of Geneva, concluding to the appointment of a commissioner to represent the company. The court appointed Mr. Peter Pirkl as administrator with individual signature, in order to find solutions allowing the company to regain autonomous functioning in its ability to appoint its governing bodies.

A. appealed against this decision, arguing that the company still had a validly constituted board of directors by virtue of a statutory clause providing that the directors remain in office until the general meeting elects new ones.

Considerations

The Federal Tribunal dismissed A.'s appeal. The cantonal court did not violate federal law in considering that the impossibility for the general meeting to proceed with the election (or re-election) of the board of directors, due to the lack of the necessary number of votes, constitutes a deadlock (pat) within the meaning of the case law and that…