Facts
On December 14, 1979, the General Meeting of Löwenbräu Zürich AG resolved to convert 8,000 bearer shares of the company into restricted registered shares. In February 1981, the company publicly called on the holders of the bearer shares to exchange their shares. Gewerbebank Baden then submitted 4,856 bearer shares that it had held on November 30, 1979, for exchange into Löwenbräu Zürich AG's registered shares B. However, the company refused to issue new registered shares to the bank and to register it as the owner of such shares in the share register.
Gewerbebank then turned to the single judge in the summary proceedings of the District of Zürich, requesting that he order Löwenbräu Zürich AG, under threat of penalty, to issue 4,856 registered shares B in the bank's name, to deliver them, and to enter them with the corresponding details in the share register. The single judge did not grant the request, whereupon the plaintiff filed an appeal. The Cantonal Court of Zürich upheld the appeal.
The defendant appealed against the decision of the Cantonal Court, which the Federal Supreme Court dismissed and confirmed the contested decision.
Considerations
The Federal Supreme Court held that the plaintiff, as the lawful holder of the bearer shares, has the statutory presumption in its favor, not only to present them for exchange, but also to be the party entitled to the shares. The defendant had not rebutted this presumption.
Furthermore, a fiduciary has unlimited ownership of the assets entrusted to them vis-à-vis third parties in…