Oberster Gerichtshof, Beschluss vom 18/02/2010 6 Ob 221/09g
Decision by national courts in the field of European Union law — ECLI:AT:OGH0002:2010:RS0125718
Date: 2010-02-18
Subject matter: Judicial cooperation in civil matters
Origin: Austria

82010AT0218(01)_ENG_SUMJURE
JURE SUMMARY
JURE SUMMARY
The applicants were shareholders in an Austrian bank formed as a joint-stock company with its seat in Vienna (AT). The respondent is an Italian bank. A general meeting of the Austrian bank, which was dominated by the respondent, decided according to the provisions of the Austrian Law on the exclusion of minority shareholders to transfer the shares held by the applicants to the respondent in return for payment of cash compensation per share. The resolution was entered in the commercial register. The applicants considered that the cash compensation set in the resolution was too low. They applied to the Landesgericht of Vienna for a review of the resolution and the determination of a higher compensation amount. The respondent challenged the international jurisdiction of the court. The first instance court and, upon appeal, the OLG of Vienna decided that the Austrian courts have jurisdiction over the matter pursuant to Article 22(2) Brussels I Regulation. The respondent lodged an appeal on a point of law to the OGH (AT).
The OGH upholds the decision of the prior instances. The jurisdiction of the Austrian courts follows from Article 22(2) Brussels I Regulation. A "squeeze-out" resolution on the exclusion of minority shareholders and the determination of cash compensation for them is a decision of the organs of the company, over which the courts at the seat of the company have exclusive jurisdiction. The aim of Article 22(2), which must be autonomously interpreted, is to concentrate jurisdiction in the State of the company's seat in order to avoid irreconcilable judgments by courts of different Member States regarding the existence of a company and the validity of the decisions of its organs. The exclusive jurisdiction of Article 22(2) does not require that the proceedings are pending between the shareholders and the company, but rather also includes the applicants' request.