Facts
The public limited company Standseilbahn Zermatt-Sunnegga AG was founded on 25 May 1977 with the main purpose of constructing and operating an underground railway between Zermatt and Sunnegga. The share capital of CHF 8.5 million is divided into 17,000 registered and bearer shares of CHF 500 each. The municipal corporation (municipality) of Zermatt holds nearly 60%, i.e. 10,076 shares. At the constitutive general meeting on 25 May 1977, the municipal corporation proposed five municipal councillors as representatives on the board of directors, who were elected with a number of votes up to 15,454. On the proposal of the meeting, four other directors representing the other shareholders were also elected, including Germann Biner, who was not considered the trusted representative of the small shareholders, but was preferred to Josef Schnydrig with 10,717 votes against 4,113. At the general meeting on 3 July 1979, with the exception of a new member from the municipal council, all the directors were re-elected, the representatives of the municipal corporation with a number of votes up to 13,981, and the four representatives of the other shareholders with up to 13,913 votes. The worst result was again obtained by Germann Biner, his competitor Ambros Julen having beaten him with 3,702 votes against 10,222.Considerations
The Federal Tribunal considers that shareholders or groups of shareholders have a legitimate interest in being able to submit proposals to the general meeting for elections to the board of directors, even if they are guided, among other things, by political motives. Article 18 of the company's articles of association grants the two groups of shareholders, the municipal corporation on the one hand and the other "private"…