From the magazine SZW-RSDA 4/2018 | S. 406-427 The following page is 406

Aktuelle Rechtsprechung zum Aktienrecht

Over the last two years, Swiss company law jurisprudence has been subject to numerous developments and clarifications. The following article discusses selected examples of recent federal and cantonal case law. A first section deals with a Federal Supreme Court decision on the attribution of company bodies’ knowledge to the legal entity. It provides an in-depth analysis of the de­cision and sets out the principles governing the attri­bution of board members’ knowledge to the corporation. A second section deals with cases on defects in the organization of the company under article 731b CO. The decisions reviewed deal with the auction of shares in the event of a blockade by shareholders (deadlock), the removal of court appointed company bodies and the restoration of a time limit in the procedure of organizational deficiencies. The last section deals with various crucial aspects of corporate responsibility, such as the burden of proof for the breach of duty in the event of a conflict…