Refusal of Access to Accounting Documents of Subsidiaries of a Parent Company

Facts

B. AG, a shareholder holding 47% of A. Beteiligungen AG, requested that the latter provide it with the annual accounts and audit reports of the various companies in which it holds participations. A. Beteiligungen AG refused this request. B. AG then brought the matter before the court to obtain access to these documents. The cantonal courts granted B. AG's request. A. Beteiligungen AG appealed to the SCC.

Considerations

The SCC upheld the appeal and rejected B. AG's request. It considered that the shareholder's right to inspect the company's documents (Art. 697 CO) does not extend to the annual accounts and audit reports of the parent company's subsidiaries, since this information is not necessary for the shareholder to exercise its rights in the parent company. Transparency on the group's financial situation is indeed ensured by the consolidated accounts, to which the shareholder has access.

The SCC…