#62024CJ0791EU court clarifies where minority shareholder disputes can be heard
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The ruling clarifies which national courts can hear disputes when a minority shareholder asks a court to replace a majority shareholder’s refusal to accept a share purchase agreement. The case matters for companies, investors, and shareholders involved in cross-border ownership disputes inside the EU. The Court separates contract-related claims from challenges to company decisions. A claim about forcing acceptance of a share purchase agreement may fall under special jurisdiction rules for contracts or damages, while a challenge to the validity of a company general meeting resolution falls under the courts of the Member State where the company is based. Businesses should check forum rules early when structuring shareholder exits or squeeze-out transactions.
AI-generated summary. May contain errors. Refer to official sources for legal decisions.
Key Changes
- Clarifies EU jurisdiction rules for disputes over refused acceptance of a share purchase agreement
- Confirms that challenges to the validity of company meeting resolutions belong to the courts where the company is based
- Separates contract-related shareholder claims from disputes about internal company decisions
Obligations
What this law requires
For an action challenging the validity of a company general meeting resolution approving a share transfer, Article 24(2) of Regulation (EU) No 1215/2012 gives exclusive jurisdiction to the courts of the Member State where the company has its seat.
For a minority shareholder’s action seeking a court ruling to replace a majority shareholder’s missing acceptance of a draft share purchase agreement, jurisdiction must be assessed under the special jurisdiction rules in Article 7(1) or Article 7(2) of Regulation (EU) No 1215/2012, depending on whether the claim is contractual or tort/delictual in nature.