Facts
The public limited company T. AG (defendant) has a share capital of CHF 100,000.-- divided into 96 registered shares of CHF 1,000.-- and 40 registered shares of CHF 100.--. The company M. Ltd. (plaintiff) is a shareholder of the defendant and holds 50 shares of CHF 1,000.-- and 15 shares of CHF 100.--, representing a 51.5% participation and approximately 47% of the voting rights. At the extraordinary general meeting on August 29, 1988, a capital increase from CHF 500,000.-- to CHF 600,000.-- was decided by 70 votes against 62. This increase was made by the issuance of 480 ordinary shares of CHF 1,000.-- and 200 privileged voting shares of CHF 100.--. The plaintiff contested the validity of these capital increase decisions, arguing that they required a two-thirds quorum of the share capital and resulted in an illegal dilution of the rights of existing shareholders.Considerations
According to the consistent case law of the Federal Supreme Court, a legal provision must first be interpreted according to its wording. When the text of the law reflects the true meaning of the norm, the authority responsible for applying the law is bound by the clear and unambiguous wording. Art. 648 para. 1 CO, which subjects the introduction of privileged voting shares to a qualified quorum, aims to protect the minority of shareholders against a possible impairment of their corporate rights. Therefore, this provision only applies to decisions that impair the legal position of existing shareholders, and not to those that do not…