Facts
The Villamont real estate company SA is a public limited company with a capital of 100,000 francs, divided into 200 shares of 500 francs each. Until 1948, the shares were entirely owned by Mrs. Adèle Zumbach. After her death, they were distributed among her four children, including Mrs. Aimée Becker. In 1950 and 1954, the Board of Directors was composed of Pio Caimi, Ermano Pianta and Mr. Zumstein, considered as the representative of Mrs. Becker.
In 1954, the company modified its purpose to be able to sell its building, which was done on December 30, 1954 to the company Asteria SA of Lugano. Mrs. Becker, considering that the Ticino administrators had managed the company's affairs solely in their own interest, sued the company for dissolution.
Considerations
The Federal Tribunal dismisses the company's appeal and confirms the decision of the cantonal court to pronounce the dissolution of the company. It considers that the facts alleged by Mrs. Becker, which have not been contested, demonstrate that for several years, the majority of shareholders have administered the corporate funds with a total disregard for the legitimate interests of the minority and solely for the benefit of a few shareholders, their relatives or foreign companies. Such abuses, in a small public limited company where shareholders have personal relationships,…