220 ORCO

CH

Art. 697c Federal Act of 30 March 1911 on the Amendment of the Swiss Civil Code (CO)

CO; Division Three: Commercial Enterprises and the Cooperative ; Twenty-Sixth title: The Company Limited by Shares; Section Two: Rights and Obligations of Shareholders; J. Personal membership rights; V. Right to instigate a special investigation; 1. With approval of the general meeting

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Art. 697c CO

Any shareholder who has already exercised their right to information or to inspect may request the general meeting to have specific matters investigated by independent experts where this is necessary for the exercise of shareholders’ rights.

Where the general meeting adopts the motion, the company or any shareholder may apply to the court within 30 days to appoint the experts to carry out the special investigation.

← Art. 697b CO Federal Act of 30 March 1911 on the Amendment of the Swiss Civil Code (CO) Art. 697d CO →

Court Decisions Applying This Provision (7)

CACIV.2024.3 · ne (Art. 697c al. 2 CO)

Appeal Against Provisional Asset Restriction in Hotel Ownership Dispute

Cited in the reasoning concerning independent experts, used to support the analogy with third-party intervention.

C/14602/2021 · ge (Art. 697c al. 2 CO)

Minority Shareholder Request for Special Controller Regarding Financial Irregularities

Cited regarding the court's duty to define the scope of the special investigation within the limits of the request.

HE170369 · zh (Art. 697c Abs. 2 OR)

Shareholder Examination Granted for Suspected Management Self-Dealing in Asset Sales

The court cites this provision when deciding to exclude one of the specific questions requested by the plaintiff (regarding sales above or below market value).

ZK.2016.6 · bs (Art. 697c OR)

Minority Shareholder v. Company: Special Audit for Undervalued Asset Sale

This article was cited in reference to limiting the scope of the examination to the established credible violations.

HE130274 · zh (Art. 697c Abs. 2 OR)

Shareholder Suit for Special Auditor to Investigate Asset Sale Price

Cited as the legal basis for the court's obligation to define the scope (concrete questions) of the special investigation, although the specific questions will be formulated in the second procedure.

Jug.2024.180 · vd (Art. 697c al. 1 CO)

Minority Shareholders v. Company Administrator: Special Investigation of Financial Records Ordered

The main legal basis defining the right of any shareholder to propose a special investigation.

Jug.2024.180 · vd (Art. 697c ss CO)

Minority Shareholders v. Company Administrator: Special Investigation of Financial Records Ordered

The primary order admits the request for a special investigation based on these articles.