Facts
Buchdruckerei Wochenblatt AG, a joint-stock company, owned 320 registered shares. 183 shares belonged to Viktor Fritz, the director and member of the board of directors, and 24 shares to his sister Dora Rechsteiner. Fritz judicially contested the decision of the board of directors not to register the acquisition of 105 shares from the estate of his father Emil Fritz in the share register. The company then attempted to register 73 of Fritz's shares in the name of Bachofner, and then in the name of Hickel, without the legal formalities for the transfer of shares being observed. Fritz and Rechsteiner then filed two complaints against the company to have the elections of the members of the board of directors annulled and to have themselves registered in the share register.Considerations
The Federal Tribunal considers that the company cannot, by a simple entry in the share register, make a person who is not the owner of the shares or who does not prove to be such a shareholder. Registration in the share register presupposes the transfer of ownership of the shares in accordance with the legal formalities, i.e. an endorsement or a separate written declaration of the title, as well as the actual delivery of the title to the acquirer.
Thus, the registration in the share register of Hickel as the acquirer of 73 shares of Fritz is illegal, as the…