Facts
[A. AG] (the appellant) holds 1,500 registered shares of [B. AG] (the respondent), which has a share capital of CHF 3 million. Since the general meeting of 26 June 2014, [B. AG] has neither a board of directors nor an auditor due to a deadlock in the shareholder base.
[A. AG] applied to the District Court of Hochdorf, requesting that the court order the convocation of the general meeting of [B. AG] in application of Art. 699 para. 4 CO to elect the board of directors and the auditor. The District Court dismissed the application. The appeal filed by [A. AG] was also dismissed by the Cantonal Court of Lucerne.
Considerations
The DFC upheld the decisions of the lower instances. It stated that the requirements for a request for convocation under Art. 699 para. 4 CO were not met, as [B. AG] did not have a lawfully appointed board of directors or a lawfully appointed auditor. In such a situation, which is due to a deadlock in the shareholder base, there is a case of an organisational deficiency that must be remedied within the framework of a…