Shareholder Request for Special Investigation into Treasury Share Transactions and Rescission Validity

Shareholders sought an order for a special investigation concerning the purchase and subsequent partial rescission of treasury shares by the company, based on allegations of disadvantageous dealings and lack of transparency regarding a shareholder's notice of contract challenge. The lower court dismissed the request, finding that necessary information could be obtained via inspection rights and that the request was based only on conjecture. The appellate court overturned this, ruling that the scope of the special investigation request was validly expanded as it pertained to the same core transaction, especially since crucial information (the challenge letter) was only disclosed during proceedings, thus fulfilling the prerequisite that necessary information was withheld under Art. 697b Abs. 1 OR; furthermore, the applicants sufficiently substantiated that founders or officers might have breached law or statutes causing harm, given the questionable legal advice supporting the rescission, warranting an investigation under Art. 697b Abs. 2 OR to assess potential liability claims against the directors.