From the magazine SZW-RSDA 5/2019 | S. 519-530 The following page is 519

Le droit à l’information de l’administrateur et sa mise en œuvre judiciaire

This article deals with the right to information and ­inspection of a member of the board of directors (Article 715a of the Swiss Code of Obligations, CO) and the possibility, recently acknowledged by the Federal Tribunal, to raise a claim based on such right. The implementing of Article 715a CO in court gives rise to a number of questions. Often, time is of the essence and a court decision may well be issued after the board of directors has taken its own decision. Thus, the effectiveness of a claim based on Article 715a CO will likely be limited to cases where a long-lasting dispute exists between the board of directors, e.g. when information is systematically and unduly denied to a board member. When proceedings are undertaken, interim measures (Article 261 of the Civil Procedure Code, CPC) will not prove efficient since the summary procedure is applicable to both interim measures and proceedings on the merits. Besides, ex-parte interim measures (Article 265 CPC) may indefinitely harm…