2024-1-22
Corporate law litigation - successful representation in corporate financial reporting dispute

Nater Dallafior successfully represented a corporation and its board of directors in a dispute with a minority shareholder. The litigation resulted in a landmark decision rendered by the Swiss Federal Supreme Court. The decision clarifies a legal issue of practical relevance in corporate law.

The case mainly concerned the issue whether a minority shareholder (with a 20% participation) can demand the retroactive application of a so-called recognised accounting standard (i.e., IFRS, Swiss GAAP FER, US GAAP or IPSAS). In the present case, the minority shareholder approached the board of directors in July 2020 and requested that the company's financial statements for the preceding years 2018 and 2019 (which had not yet been approved by the shareholders at that time) and for the current year 2020 be prepared in accordance with Swiss GAAP FER or another recognised accounting standard. The board of directors refused to change the accounting standard retroactively.

While the court of first instance (Cantonal Court of Zug) upheld the minority shareholder's claim, Nater Dallafior's appeal against this judgment was successful. The court of second instance (High Court of Zug) and ultimately the Swiss Federal Supreme Court (4A_369/2023 dated 3 January 2024) dismissed the minority shareholder's claim, ruling that – as a general rule – a request for financial statements in accordance with a recognised standard must be made at least six months before the end of the company's financial year in question.

Nater Dallafior's team consisted of Roberto Dallafior and Benjamin Schumacher.

For more information:
Click here to read the ruling on the website of the Swiss Federal Supreme Court.