Facts
The High Court of the Canton of Zurich excluded the plaintiff, who had challenged various resolutions of a shareholders' meeting, from this company in upholding the counterclaim of the defendant GmbH. The Federal Supreme Court confirms this judgment.
Considerations
The Federal Supreme Court states that the judge may exclude a shareholder from the company for good cause at the request of the company, even if the financial consequences of this measure were not the subject of the proceedings. The law provides that the share of the excluded person can be publicly auctioned or otherwise realized with the consent of all shareholders, with the surplus over the unpaid amount of the nominal value accruing to the excluded person. Furthermore, the share may be taken over by another shareholder or the excluded person may be compensated from the company's assets, if necessary by reducing the share capital.
However, the obligation of the company to realize the share or to compensate the excluded person is not in a synallagmatic relationship with the…