Facts
The plaintiff A. acquired a total of 3,500 registered shares of Biber Holding AG between November 1994 and November 1995. After the company's bankruptcy, he asserted liability claims against three members of the Board of Directors (the defendants) and demanded compensation for the share purchase price he had paid.
The District Court and the High Court of the Canton of Solothurn dismissed the claim. The Federal Supreme Court confirmed these decisions.
Considerations
First, the Federal Supreme Court examined whether the plaintiff, as a subsequent shareholder, had standing to assert claims based on prospectus liability under corporate law. It concluded that the information in the prospectus had not been causal for the plaintiff's decision to purchase the shares, as he had acquired the majority of the shares at the end of 1995, long after the subscription period had expired.
The plaintiff also invoked the corporate liability of the defendants. The Federal Supreme Court stated that the plaintiff, as a shareholder, had only suffered an indirect "reflex damage", as the loss in value of his shares was due to damage to the company. Such indirect damages cannot generally be asserted through an individual lawsuit. Only if the damage has occurred directly in the shareholder's assets can the shareholder directly demand…