Facts
The General Meeting of the Swiss Bank Corporation (SBG) resolved on April 25, 1990 several amendments to the Articles of Association, including two additions to Paragraphs 3a and 9. The Commercial Register Office of the Canton of Zurich objected to these amendments as unlawful and refused their registration. The SBG then filed an administrative court appeal with the Federal Supreme Court.
The addition to § 3a para. 6 empowered the Board of Directors to retroactively cancel entries of registered shares that were obtained through false information. The addition to § 9 para. 4 allowed the Board of Directors to enter into agreements with banks on the exercise of proxy voting rights that deviate from the statutory restrictions on voting rights.
Considerations
The Federal Supreme Court granted the appeal. It confirmed its established case law that the review authority of the Commercial Register Officer is limited in matters of substantive law. Only if a provision of the Articles of Association clearly and unambiguously violates mandatory legal provisions may the Register Officer refuse registration.
In the present case, the Federal Supreme Court saw no such obvious contradiction. Neither the authority of the Board of Directors to…