Facts
The public limited company X., domiciled in Switzerland, holds the majority of the shares of the public limited company [Y.], domiciled abroad. However, X. does not expressly mention this participation and the income it derives from it in its profit and loss accounts or in its balance sheets.
Shareholders [M.] and [N.], owners of 113 shares of X., requested information from the board of directors of X. on this participation and the corresponding income. The board of directors having refused, [M.] and [N.] sued X. in court to obtain this information as well as authorization to examine the supporting documents.
Considerations
The Federal Tribunal rejects the shareholders' appeal. It considers that the income that X. derives from its participation in [Y.] constitutes hidden reserves, which the law allows to be built up to ensure the sustainable prosperity of the company and the payment of a constant dividend. The judge may only intervene if these decisions are manifestly incompatible with the law.
In this…