Facts
The community of heirs of Viktor Haemmerli has filed a constitutional appeal against a decision of the President of the District Court of Imboden, which had fully rejected their request for information from Ems-Chemie Holding AG pursuant to Art. 697 para. 3 CO. As a co-shareholder, they wanted to be informed in particular about hidden reserves, earnings values and prospects, valuation of patents and participations, as well as the calculation bases of Ems-Chemie Holding AG and Patvag Holding AG. The President of the District Court had rejected the request, as he was of the opinion that the requested information belonged to the confidential sphere of the companies and did not have to be provided.Considerations
The Federal Court overturns the contested decision. It finds that the right to information pursuant to Art. 697 para. 3 CO is an independent membership right of the shareholder, which can be asserted independently of a challenge to resolutions of the general meeting. The shareholder is entitled to relevant information in order to exercise his right of control. This also includes information relating to third-party companies such as Patvag Holding AG, insofar as this is relevant for the assessment of the company itself.
The Federal Court further states that a threat to the interests of the company through the provision of information must be concretely substantiated and appear probable. General allegations that certain information belongs to the…