Facts
Company T. AG, whose shareholders include companies E. AG and M. AG, convened a general meeting on August 2, 1993 to discuss and vote on restructuring measures, including a proposal by the board of directors to restructure the company through contributions to the company's capital by the shareholders. This proposal was rejected. Subsequently, shareholder H. proposed to reduce the share capital from CHF 135,000 to CHF 0 by cancelling the 450 registered shares of CHF 300 each, and then to increase it again to CHF 135,000 by issuing 450 new registered shares of CHF 300 each. This proposal was accepted by the general meeting.Considerations
The Court examines several arguments raised by companies E. AG and M. AG to challenge the validity of these general meeting decisions: 1. The announcement of H.'s proposal in the convocation to the general meeting was sufficient and did not violate Art. 700 CO, as the restructuring measures, including the reduction and increase of the capital, were clearly announced. 2. The simultaneous reduction and increase of the share capital did not require the preparation of an interim balance sheet pursuant to Art. 725(2) CO or a special audit report pursuant to Art.…