Facts
Shareholder Frieda Dürst sued Liegenschaften und Beteiligungen AG (formerly FABAG Fachschriften-Verlag und Buchdruckerei AG) regarding the approval of a participation agreement with Druckerei Winterthur AG by the extraordinary general meeting of FABAG on June 29, 1970. The lawsuit was dismissed by the courts of the Canton of Zurich and ultimately by the Federal Supreme Court.
Considerations
The Federal Supreme Court decided that the general meeting's resolution to approve the participation agreement did not violate the allocation of powers under corporate law. The management was allowed to provide for and obtain the approval of the general meeting for this transaction. Furthermore, the general meeting was mandatorily competent under Art. 648 and 649 CO, as the participation agreement resulted in a change to FABAG's corporate purpose and organization.
The Federal Supreme Court also saw no violation of the shareholders'…