Facts
The joint-stock company Wyss-Fux AG, based in Brig, has a share capital of CHF 50,000 divided into 100 registered shares of CHF 500. In 1961, Severin Fux transferred his 30 shares to his son Jean Fux, who was then responsible for the company's radio division. Following a dispute, the company dismissed Jean Fux at the end of January 1962. Jean Fux then founded a competing company, Fux Elektro AG, in Visp, transferring several employees from Wyss-Fux AG. The resolution of the general meeting of Wyss-Fux AG on 5 November 1962 provided for an increase in the share capital up to CHF 200,000, with subscription rights reserved for current shareholders (board of directors, employees). It also decided to pay a "management fee" of CHF 15,000 out of the net profit. Jean Fux judicially contested these two resolutions of the general meeting. The Cantonal Court of Valais annulled these resolutions. Wyss-Fux AG appealed against this judgment.Considerations
The Federal Tribunal considers that the restriction of subscription rights to only current shareholders in the company violates the principle of equal treatment of shareholders. This principle, although not absolute, only allows for a difference in treatment if it is necessary to pursue the corporate purpose in the interest of all shareholders. In this case, the exclusion of Jean Fux from the subscription rights would…