Überprüfung von Generalversammlungsbeschlüssen

This article comments on the Swiss Federal Supreme Court decision 4A.205/2008 of 19 August 2008, concerning the reviewability of resolutions adopted by the shareholders' meeting of a Swiss stock corporation. It analyses the Court’s reasoning regarding the right to appeal, the principle of equal treatment of shareholders and the prohibition of abuse of rights. The article further discusses the doctrinal foundations of majority decisions in Swiss corporate law, including the presumption of correctness, the distinction between decisions with homogeneous versus heterogeneous shareholder interests, and the role of judicial review under Art. 706 OR. Finally, it addresses the implications of the decision for minority shareholder protection and the limits of majority power within Swiss corporate governance.