Facts
[A.] Inc., a corporation incorporated under Panamanian law, has filed a lawsuit against [B. AG] to challenge the general assembly resolutions. The shareholder relationships of [A.] Inc. are disputed. Intervenor [C.C.] claims that he gifted one-third of the shares of [A.] Inc. to each of his two sons, [D.C.] and [E.C.] , but later revoked the gift. The lawyers [F.] and [G.] , who represented [A.] Inc. in the cantonal proceedings, were deemed inadmissible by the lower court due to a conflict of interest.
The appellant, [A.] Inc., has filed an appeal against the judgment of the Commercial Court of the Canton of Aargau, which dismissed the lawsuit. The appellant argues that the lower court wrongly denied the validity of the power of attorney and violated federal law by not examining, under Panamanian law, who the shareholders of the appellant are and what rights they have to represent the company.
Considerations
The Federal Supreme Court examines ex officio whether the appeal is admissible. The appeal is directed against the decision of a higher cantonal court that ruled as a specialized court in commercial matters. The appellant's requests were not successful, no dispute value is required, and the appeal was filed in a timely manner.
The appellant argues that the lower court wrongly denied the validity of the power of attorney because it applied Swiss law instead of the applicable foreign law, in violation of Art. 16 PILA. The lower court did not establish the content of Panamanian law to determine whether the persons acting on behalf of the appellant were authorized to represent it and whether they could issue valid powers of attorney for the disputed proceedings.
The Federal Supreme Court decides that the lower…