The shareholders' right to information at the general meeting

The law grants every shareholder a right to information. This is to ensure that shareholders can exercise their rights in accordance with their true will. However, since the law does not recognize a duty of loyalty for shareholders, this right finds its limits in the protection of trade secrets and protected interests.

The right to information

‍The right to information according to Art. 697 OR is an irrevocable right of shareholders. This allows them to demand information from the board of directors about the course of business, or from the auditors about the conduct and the results of their audit. This right is granted only to shareholders by law. However, the statutes may also extend this right to participants.

The purpose of this legal claim is to enable shareholders to form a free opinion and, based on this, to exercise their shareholder rights. Accordingly, the request for information must relate to a subject that is actually relevant for decision-making. Moreover, only general information may be requested. There is no legal claim to specific details about the business operations or the audit.

Limitation of the right to information

‍Although the right to information is irrevocable, it is limited. The law of obligations does not impose a duty of loyalty on shareholders. Nor can such a duty be constituted through the statutes. Accordingly, the right to information yields to business secrets or other protected interests of the company if they would be compromised by the disclosure. Therefore, the corporation cannot be obliged to provide information about the current state of research or the exact manufacturing processes of a product if such information would aid the competition. In specific individual cases, a balancing of interests takes place. A corporation which refuses to provide information must specifically justify how the information would endanger the business secrets or other protected interests. Often criteria such as the economic and legal structure of the corporation or its size are included in the assessment.

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