Facts
[P.] was the founder of the company [P. AG], whose shares are owned by his descendants. Mrs. B., a minority shareholder, passed away and left her registered shares with transfer restrictions to her heirs. The company rejected the registration of the heirs as shareholders, whereupon the plaintiff A. as the executor filed a lawsuit demanding that the company be obliged to pay the share value.
The Commercial Court dismissed the lawsuit, as it considered the rejection of the registration to be invalid and assumed a mistake by the company about the share value. The plaintiff then appealed.
Considerations
The Federal Court decided that the company was entitled to reject the registration of the heirs as shareholders pursuant to Art. 686 para. 4 CO and instead had to replace the actual value of the shares.
The Court explained that Art. 686 para. 4 CO is intended to give the company the possibility to reject undesirable heirs as shareholders, but at the same time to replace the value of the shares. The company itself is therefore obliged to take over the shares from the acquirer and to replace the intrinsic value if it refuses the registration.
The prohibition on the acquisition of own…