Decision on the Shareholder's Right to Information and Right to Inspect Business Documents

Facts

This case concerns the right to information and the right to inspect business documents of a shareholder in relation to the company in which they hold shares. [A. AG] , which holds around 47% of the shares in [B. AG] , requested information at the general meeting of [B. AG] on various topics, in particular a loan granted to "[D.] ", the creation and dissolution of hidden reserves, as well as the time spent and fees of the auditors. As the responses from the Board of Directors and the auditors did not satisfy [A. AG] , it filed a lawsuit to obtain information and access to business documents.

The High Court of the Canton of Zurich partially dismissed the lawsuit. Both parties appealed the decision to the Federal Supreme Court.

Considerations

The Federal Supreme Court first addressed the question of whether the shareholder had forfeited their right to information under Art. 697 CO due to not filing the lawsuit within two months of the general meeting. It concluded that there is no statutory forfeiture period and that the mere passage of time alone does not constitute an abuse of rights.

Regarding the right to information about the loan granted to "[D.] ", the Federal Supreme Court decided that this loan, as part of the consolidated financial statements of [B. AG] , is a permissible subject of the right to information. The defendant was unable to convincingly present its grounds for refusal, as it did not involve an absolute business secret.

However, the Federal Supreme Court dismissed the appellant's appeal against the rejection of its requests for information on…