- The Federal Supreme Court ruled that members of the Board of Directors can enforce their rights to information and inspection in accordance with Art. 715a CO by means of an action for performance.
- The court confirmed that summary proceedings are applicable to such actions for performance.
- Art. 715a of the Swiss Code of Obligations guarantees comprehensive rights of information and inspection of business matters, the course of business, books and files for members of the Board of Directors.
On February 28, 2018, the BGer ruled in BGE 144 III 100 decided that the Information and inspection rights of the BoD members at a AG according to Art. 715a OR through a Action for performance enforced by court can be made and that summary judgment is applicable in this regard. The judgment was issued by swissblawg summarized.
Art. 715a OR is as follows:
Art. 715a OR
5. right to information and inspection
1 Any member of the Board of Directors may Information on all matters of the company require.
2 At the meetings, all members of the Board of Directors as well as the persons entrusted with the management are obliged to provide information.
3 Outside the meetings, each member may obtain information from the persons entrusted with the management about the Course of business and, with the authorization of the President, also on individual stores require.
4 To the extent necessary for the performance of a duty, any member may request the president to give him or her Books and files be submitted.
5 If the Chairman rejects a request for information, hearing or inspection, the Board of Directors shall decide.
6 Regulations or resolutions of the Board of Directors extending the right to information and inspection of the members of the Board of Directors remain reserved.