Facts
The share capital of Y. AG amounts to CHF 125,000 and is divided into 125 fully paid-up registered shares with a nominal value of CHF 1,000 each. The X. estate of heirs inherited 18 shares of Y. AG, which were denied registration in the share register. The estate of heirs then filed a lawsuit to have the shares taken over at their true value.
The Federal Supreme Court had to decide how the "true value" of the shares is to be determined in accordance with Art. 686 para. 4 aOR. The key question was whether the liquidation value must be considered as a minimum for the valuation.
Considerations
The Federal Supreme Court decided that the true value of the shares is generally to be determined on the basis of the continuation of the company. The liquidation value only forms a minimum if it is certain that the company will be liquidated in the near future or that its profitability is intentionally kept low in order to influence the valuation.
In the present case, the Federal Supreme Court concluded based on the findings of the lower court that the defendant will continue its…