Facts
For decades, the company Camille Bauer was active in the field of electrical engineering in Basel-Stadt. At the end of 1979, the measurement and control technology department with around 60 employees was spun off from Camille Bauer AG and incorporated into the newly founded Camille Bauer Measurement and Control Technology AG. This spin-off and new establishment was carried out with a view to selling the shares of the new company to Röchling Industrie Verwaltung GmbH.
The transfer of employees from Camille Bauer AG to Camille Bauer Measurement and Control Technology AG also led to the establishment of a new staff welfare foundation. However, the status of the transferred employees as beneficiaries of the three paternalistic welfare or benefit funds (Camille Bauer Foundation, Welfare Foundation of Camille Bauer AG, Robert Bauer Foundation) remained unclear at first.
Since no agreement could be reached between the foundations and Camille Bauer Measurement and Control Technology AG, the Governing Council of the Canton of Basel-Stadt as the supervisory authority for foundations issued a decision stating that the transferred employees would remain beneficiaries of the three paternalistic foundations.
Considerations
The Governing Council based this on Art. 84 para. 2 of the Swiss Civil Code, according to which the supervisory authority for foundations must ensure that the foundation's assets are used in accordance with its purpose. The case law and legal doctrine have interpreted this provision to mean that the supervisory authority also takes control over the treatment of the legal claims of the beneficiaries by the foundation bodies.
The Governing Council was of the opinion that…