# C_2015279EN.01001102.xml

| 24.8.2015 | EN | Official Journal of the European Union | C 279/11 |
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24.8.2015

EN

Official Journal of the European Union

C 279/11

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Judgment of the Court (Fourth Chamber) of 25 June 2015 (request for a preliminary ruling from the College van Beroep voor het Bedrijfsleven — Netherlands) — CO Sociedad de Gestion y Participación SA and Others v De Nederlandsche Bank NV and De Nederlandsche Bank NV v CO Sociedad de Gestion y Participación SA and Others

(Case C-18/14) (1)

((Reference for a preliminary ruling - Approximation of laws - Direct insurance other than life assurance - Directive 92/49/EEC - Articles 15, 15a and 15b - Prudential assessment of acquisitions and increases in a qualifying holding - Possibility to attach a restriction or requirement to the approval of a proposed acquisition))

(2015/C 279/13)

Language of the case: Dutch

Referring court

College van Beroep voor het Bedrijfsleven

Parties to the main proceedings

Applicants: CO Sociedad de Gestion y Participación SA, Depsa 96 SA, INOC SA, Corporación Catalana Occidente SA, La Previsión 96 SA, Grupo Catalana Occidente SA, Grupo Compaňía Espaňola de Crédito y Caución SL, Atradius NV, Atradius Insurance Holding NV, J.M. Serra Farré, M.A Serra Farré, J. Serra Farré, De Nederlandsche Bank NV

Defendants: De Nederlandsche Bank NV, CO Sociedad de Gestión y Participación SA, Depsa 96 SA, INOC SA, Corporación Catalana Occidente SA, La Previsión 96 SA, Grupo Catalana Occidente SA, Grupo Compaňía Espaňola de Crédito y Caución SL, Atradius NV, Atradius Insurance Holding NV, J.M. Serra Farré, M.A Serra Farré, J. Serra Farré

Operative part of the judgment

| 1. | Council Directive 92/49/EEC of 18 June 1992 on the coordination of laws, regulations and administrative provisions relating to direct insurance other than life assurance and amending Directives 73/239/EEC and 88/357/EEC (third non-life insurance Directive), as amended by Directive 2007/44/EC of the European Parliament and of the Council of 5 September 2007, must be interpreted as meaning that it does not preclude a Member State, in a situation in which the competent national authority could validly oppose a proposed acquisition pursuant to Article 15b(2) thereof, from authorising that authority, pursuant to its national legislation, to attach restrictions or requirements to the approval of the proposed acquisition, either on its own initiative or by formalising commitments given by the proposed acquirer, provided that the rights of the proposed acquirer under that directive are not adversely affected. |
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1.

Council Directive 92/49/EEC of 18 June 1992 on the coordination of laws, regulations and administrative provisions relating to direct insurance other than life assurance and amending Directives 73/239/EEC and 88/357/EEC (third non-life insurance Directive), as amended by Directive 2007/44/EC of the European Parliament and of the Council of 5 September 2007, must be interpreted as meaning that it does not preclude a Member State, in a situation in which the competent national authority could validly oppose a proposed acquisition pursuant to Article 15b(2) thereof, from authorising that authority, pursuant to its national legislation, to attach restrictions or requirements to the approval of the proposed acquisition, either on its own initiative or by formalising commitments given by the proposed acquirer, provided that the rights of the proposed acquirer under that directive are not adversely affected.

| 2. | Directive 92/49, as amended by Directive 2007/44, must be interpreted as meaning that the competent national authority is not required to impose restrictions or requirements on the proposed acquirer before it can oppose the proposed acquisition. If that authority decides to attach restrictions or requirements to the approval of a proposed acquisition, those requirements cannot be based on a criterion which is not among those set out in Article 15b(1) of that directive, nor can they go beyond what is necessary in order for the acquisition to satisfy those criteria. |
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2.

Directive 92/49, as amended by Directive 2007/44, must be interpreted as meaning that the competent national authority is not required to impose restrictions or requirements on the proposed acquirer before it can oppose the proposed acquisition. If that authority decides to attach restrictions or requirements to the approval of a proposed acquisition, those requirements cannot be based on a criterion which is not among those set out in Article 15b(1) of that directive, nor can they go beyond what is necessary in order for the acquisition to satisfy those criteria.

| 3. | Article 15b(1) of Directive 92/49, as amended by Directive 2007/44, must be interpreted as meaning that, in principle, it does not preclude the competent national authority from imposing a requirement relating to corporate governance concerning, as in the case in the main proceedings, the composition of the supervisory boards of the insurance companies concerned by the proposed acquisition.
  It is for the national court to determine, by taking account of all the circumstances in the main proceedings, whether that requirement is necessary to enable the acquisitions at issue in the main proceedings to satisfy the criteria laid down in that provision. |
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3.

Article 15b(1) of Directive 92/49, as amended by Directive 2007/44, must be interpreted as meaning that, in principle, it does not preclude the competent national authority from imposing a requirement relating to corporate governance concerning, as in the case in the main proceedings, the composition of the supervisory boards of the insurance companies concerned by the proposed acquisition.

It is for the national court to determine, by taking account of all the circumstances in the main proceedings, whether that requirement is necessary to enable the acquisitions at issue in the main proceedings to satisfy the criteria laid down in that provision.

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(1)  
  OJ C 112, 14.4.2014.

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