Facts
The Appellants argued in the lower instance proceedings that the Respondent was liable as a de facto organ of [S. AG] for various breaches of duty that had led to indirect damage to the Appellants. These included in particular: - The overpriced acquisition of the [V.] -Group by [S. AG] , which the Respondent had significantly influenced. - The massive expansion of the Respondent's internal IT services department, which had led to a decline in orders at [S. AG] . - The appointment of persons with conflicts of interest to the Board of Directors of [S. AG] , namely [N.] as President. - The failure to take necessary restructuring measures such as staff reductions at [S. AG] .Considerations
The lower instance denied the Respondent's liability as a de facto organ of [S. AG] . It stated that a breach of duty by the Respondent as a de facto organ had not been demonstrated. In particular, it was not the task of the Respondent as the parent company to prioritize the interests of [S. AG] over its own. Nor was it proven that actions of the seconded organs, such as staff reductions, had been omitted on the instructions of the Respondent. General allegations by the Appellants were not sufficient to establish the Respondent's liability as a de facto organ. The Appellants argue that the lower instance has overstated the requirements for substantiating a breach of duty and thereby violated federal law. The lower instance failed to recognize that in the case of dual organs, a blurring of spheres occurs and the Respondent is therefore responsible for the decisions of…