BGE 144 III 100 (28.2.18): enforcea­bi­li­ty of infor­ma­ti­on rights of a board of direc­tors by way of an action

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.

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