Facts
The X. AG (plaintiff) challenged the decisions of the general meeting of Y. Beteiligungen AG (defendant) from 2000 to 2004 regarding the election of C. AG as the audit body and group auditor. The commercial court dismissed the claim on the grounds that the plaintiff had no legal interest in acting, as the annual accounts examined by this audit body had been approved. The plaintiff appealed against this decision. The Federal Court partially upheld the appeal, annulled the decision of the commercial court and remanded the case to the latter for a decision on the merits.Considerations
The Federal Court considered that the plaintiff had a legal interest in obtaining the annulment of the general meeting's decisions regarding the election of the audit body for past financial years. Indeed, if the audit body was not independent, there is a risk that it did not report any irregularities in the management or violations of accounting rules to the general meeting. This would call into question the reliability of the annual accounts, which are the main means of information for shareholders to exercise their rights. The plaintiff therefore has an interest in having a new audit carried out by an independent body, even for past financial years, in order to remove the uncertainties related to the information from accounts verified by a…