Case C‑560/16
E.ON Czech Holding AG
v
Michael Dědouch and Others
(Request for a preliminary ruling from the Nejvyšší soud)
(Reference for a preliminary ruling— Regulation (EC) No44/2001— Jurisdiction in civil and commercial matters— Exclusive jurisdiction— Article22(2)— Validity of decisions of the organs of companies or legal persons having their seat in the territory of a Member State— Exclusive jurisdiction of the courts of that Member State— Decision of the general meeting of a company ordering the compulsory transfer to that company’s principal shareholder of the shares held by the company’s minority shareholders and determining the consideration to be paid to them by the principal shareholder— Judicial procedure for reviewing the reasonableness of that consideration)
Summary— Judgment of the Court (First Chamber), 7March 2018
Judicial cooperation in civil matters— Jurisdiction and the enforcement of judgments in civil and commercial matters— Regulation No44/2001— Exclusive jurisdiction— Proceedings concerning companies or other legal persons— Jurisdiction of the courts of the Member State in which the company has its seat— Scope— Action for review of the reasonableness of the consideration to be paid by the principal shareholder of a company to the minority shareholders in the event of a compulsory transfer of shares— Included
(Council Regulation No44/2001, Art. 22(2))
Article22(2) of Council Regulation (EC) No44/2001 of 22December 2000 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters must be interpreted as meaning that an action for review of the reasonableness of the consideration that the principal shareholder of a company is required to pay to the minority shareholders of that company in the event of the compulsory transfer of their shares to that principal shareholder comes within the exclusive jurisdiction of the courts of the Member State in which that company is established.
(see para. 45 and operative part)