Liability of a silent partner
In judgement 4A_342/2023 of 5 June 2024, the Federal Supreme Court states that a silent partnership is not sufficient to establish joint and several liability. This also applies if the relationship is known to the outside world.
If companies do not meet the requirements for exemption from the obligation to appoint an auditor, they must appoint an auditor and have it entered in the commercial register.
If a company fails to make this election and registration, the company has an organizational deficiency. If this organizational deficiency is not remedied, the company can be dissolved by the court.
The distinctiveness of companies
In its decision of August 28, 2023, the Federal Supreme Court clarified the question of the requirements for the distinctiveness of two companies (BGer 4A_238/2023).
Right of inspection of a shareholder
Shareholders of a GmbH have a right of inspection. Art. 802 para. 2 CO regulates the scope. What does it cover?
Under what conditions can a resolution of the Annual General Meeting be contested?
In a public limited company, the law of the jungle applies. The Annual General Meeting passes resolutions by a majority of the votes represented (with the exception of special cases; OR 703). However, the losing shareholders are not at the mercy of the majority without protection.