Facts
The company [A. AG], headquartered in Switzerland, is engaged in the exploitation of copyrights through licensing, as well as the development, manufacture and sale of products within the scope of its own copyrights and represented licenses. The chairman of the board of directors is Jacques N., domiciled in Switzerland, and the vice-chairman is Wilhelm [G.], a German national domiciled in Germany. The sole shareholders of [A. AG] are the company G. [A. GmbH], headquartered in Germany (represented by Wilhelm [G.] and Dieter S.), and Jacques N. During an employer audit conducted in September 1990, the compensation fund notably found that [A. AG] had paid Wilhelm [G.], in addition to a lump-sum expense allowance of 10,000 francs, director's fees of 40,000 francs per year, without deducting the statutory social security contributions. By decision of 22 November 1990, the compensation fund of the canton of Zug therefore obliged [A. AG] to pay AVS/AI/APG/AC contributions as well as contributions to the cantonal family allowance fund on a determining gross salary of 42,240 francs for 1986 and 1987, and 42,260 francs for 1988 and 1989.Considerations
The court considered that Wilhelm [G.], as a member and vice-chairman of the board of directors of [A. AG] registered in the commercial register, could exert a decisive influence on the company's activities due to his position as a governing body and the powers associated with it, even if he did not have effective management of the business. This also results from the fact that the company G. [A. GmbH], controlled by Wilhelm [G.], holds 50% of the shares of [A. AG] and that Wilhelm [G.] receives high remuneration and expense allowances for his activities on the board of directors. Wilhelm G.…