Convocation by the judge of the general meeting of a public limited company

Facts

X. SA is a public limited company incorporated on April 3, 1980, with a fully paid-up share capital of 300,000 CHF composed of 300 bearer shares of 1,000 CHF each. [A.] has been the sole director of X. SA since the company's founding, holding the entirety of the shares in a fiduciary capacity on behalf of D.

A dispute has arisen between [A.], Y. SA and [D.] regarding the financial remuneration of the services rendered to the [D.] family by A. In 2003, lawyer [B.], after informing [A.] that he was now the holder of 250 bearer shares of X. SA, revoked on behalf of the fiduciant any fiduciary contract to which [A.] may have been a party and demanded the return of the share certificate book numbered 1 to 50.

By letter dated December 2, 2003, lawyer [B.] demanded that [A.] convene an extraordinary general meeting of X. SA, the agenda of which was the revocation of A.'s directorship and the appointment of a new director. As [A.] did not comply, [B.] filed a request with the Geneva Court of First Instance for the convening of a general meeting.

By judgment of February 4, 2004, confirmed on appeal on May 13, 2004, the Court of First Instance ordered the convening of a general meeting at the registered office of X. SA within the legal deadline of 20 days, with the agenda being the revocation of A.'s directorship and the appointment of a new director.

The general meeting of X. SA held on June 8, 2004 revoked A.'s directorship and appointed [B.] to that position.

Considerations

The Federal Supreme Court dismissed A.'s appeal against the judgment of the Geneva Court of Justice confirming the judgment of the Court of First Instance.

According to the Federal Supreme Court, art. 699 para. 4 CO must be interpreted in a way…