Dismissal of the claim by company A. AG to compel company B. AG to prepare its accounts according to a recognized accounting standard

Facts

Company A. AG (claimant, appellant) and company B. AG (defendant, respondent) are two holding companies located in U. The claimant holds 20% of the share capital of the respondent. By letter dated 17 July 2020, the claimant demanded that the respondent prepare all its past, present and future accounts in accordance with the Swiss GAAP FER recommendations. At the respondent's general meeting on 30 September 2020, the annual accounts for 2018 and 2019 were approved. On 14 April 2021, the claimant filed an action with the Cantonal Court of Zug to have these decisions annulled and to compel the respondent to prepare its accounts according to a recognized accounting standard. The Cantonal Court partially upheld the claim, but the Higher Court of the Canton of Zug subsequently dismissed the part of the claim relating to the 2018 to 2020 financial years on the grounds that the claimant had acted too late. The claimant then appealed to the Federal Supreme Court.

Considerations

The Federal Supreme Court considers that the right, based on Art. 962 para. 2 no. 1 CO, to demand financial statements according to a recognized standard for a specific financial year must be exercised at the latest six months before the balance sheet date of the financial year concerned, at…