Abstract;Judgment — ECLI:EU:T:2025:1037
Date: 2025-11-19
Language of the case: English
Court formation: Fourth Chamber, Extended Composition
Procedure: Action for annulment

summary of those pleas in law. That information must be sufficiently clear and precise to enable the defendant to prepare its defence and the General Court to rule on the application, if necessary without any further information. In order to guarantee legal certainty and the sound administration of justice, it is necessary, for an action to be admissible, that the basic legal and factual particulars relied on are indicated coherently and intelligibly in the text of the application itself (see order of 17 November 2020, González Calvet v SRB, T‑257/20, not published, EU:T:2020:541, paragraph 9 and the case-law cited). 339 The applicant claims that the contested decision is based on a prejudice which she describes as ‘obvious’ and which discriminates against her. However, she did not specify what that prejudice consisted of, or even on the basis of what criterion she considered herself to be a victim of discrimination under Article 21 of the Charter. 340 Consequently, the plea of inadmissibility based on Article 76(d) of the Rules of Procedure, raised by the ECB, is well founded and the part of this plea alleging infringement of Article 21 of the Charter must be rejected. 341 As regards the alleged infringement of Articles 7, 9 and 33 of the Charter, the applicant submits that the ECB relied exclusively on her family ties to her husband in order to conclude that she did not satisfy the criterion relating to reputation. She adds, at the reply stage, that the ECB regarded her, on the basis of prejudice, as being totally dependent on her husband because she is a woman. 342 It must be held that the applicant’s claims are unfounded, having regard to the factors which were taken into account in the ECB’s analysis of the criterion relating to reputation. 343 Indeed, the ECB finds that the applicant does not have the requisite professional competence, irrespective of the marital relationship between her and her husband, as is apparent from paragraphs 270 to 280 above. Moreover, the ECB holds that the applicant’s husband will be likely to influence the applicant’s decisions having regard to the particular circumstances of the present case, as is apparent from paragraphs 301 to 304 above. 344 The applicant has therefore not established that the contested decision entailed an infringement of Articles 7, 9 and 33 of the Charter. 345 As regards the applicant’s arguments that the ECB infringed the presumption of innocence and her husband’s rights of defence, protected by Article 48 of the Charter, it should be recalled that the infringement of a subjective right may be invoked only by the person whose right has allegedly been infringed, and not by third parties (see, to that effect, judgment of 1 March 2023, Jushi Egypt for Fiberglass Industry v Commission, T‑540/20, EU:T:2023:91, paragraph 35 (not published) and the case-law cited). 346 Since the presumption of innocence and the rights of defence are subjective rights, the applicant is not entitled to invoke an infringement of those rights in respect of her husband, who is not himself a party to the proceedings. 347 In any event, it is apparent from the examination of the fifth plea that the ECB took account of the applicant’s specific situation and, in particular, her professional competence, in order to oppose the proposed acquisition. 348 The infringement of the presumption of innocence and of the rights of defence alleged by the applicant must therefore be rejected. 349 As regards the applicant’s arguments that the contested decision obliges the Warburg family to divest in the Target and prevents its transfer to the next generation, even though the Target has been in the family for a long time, which constitutes an infringement of Article 17 of the Charter, it should be noted that the right to property is a subjective right. The right invoked by the applicant in the present case is the right of her husband, who is not a party to the proceedings. Consequently, in accordance with the case-law referred to in paragraph 345 above, the applicant is not justified in pleading an infringement of Article 17 of the Charter. 350 In any event, it should be noted that Article 17(1) of the Charter provides that everyone has the right to own, use, dispose of and bequeath his or her lawfully acquired possessions. 351 It must also be borne in mind that the right to property guaranteed by Article 17(1) of the Charter is not absolute and that its exercise may be subject to restrictions justified by objectives of general interest pursued by the European Union (see judgment of 20 September 2016, Ledra Advertising and Others v Commission and ECB, C‑8/15 P to C‑10/15 P, EU:C:2016:701, paragraph 69 and the case-law cited). 352 Consequently, as is apparent from Article 52(1) of the Charter, restrictions may be imposed on the exercise of the right to property, provided that the restrictions genuinely meet objectives of general interest and do not constitute, in relation to the aim pursued, a disproportionate and intolerable interference, impairing the very substance of the right guaranteed (see judgment of 20 September 2016, Ledra Advertising and Others v Commission and ECB, C‑8/15 P to C‑10/15 P, EU:C:2016:701, paragraph 70 and the case-law cited). 353 In that regard, it should be noted that the monitoring of qualifying holdings meets an objective of general interest pursued by the European Union, namely that of contributing to the safeguarding of the stability of the banking system of the European Union, as is apparent from paragraphs 192 and 287 above. 354 In the present case, the contested decision precludes the proposed acquisition, in view of the fact that the applicant does not fulfil at least one of the assessment criteria set out in Article 23 of the CRD IV Directive and point 1 of the first sentence of Paragraph 2c(1b) of the KWG. 355 In view of the objective of ensuring the stability of the banking system in the European Union and having regard to the fact that the proposed acquisition did not guarantee the sound and prudent management of the Target, the contested decision does not constitute a disproportionate and intolerable interference impairing the very substance of the right to property relied on by the applicant. It cannot, therefore, be regarded as an unjustified restriction of that right (see, by analogy, judgment of 20 September 2016, Ledra Advertising and Others v Commission and ECB, C‑8/15 P to C‑10/15 P, EU:C:2016:701, paragraphs 71 to 74). 356 In the light of those factors, the applicant’s arguments alleging infringement of Article 17(1) of the Charter must be rejected. 357 It follows from all of the foregoing that the sixth plea in law must be dismissed in its entirety. The seventh plea in law, alleging infringement of the principle of proportionality 358 The applicant submits that the contested decision infringed the principle of proportionality, which is a fundamental principle of EU law enshrined in Article 5(4) TFEU. 359 In the applicant’s view, the ECB erred in failing both to identify any damage which might result from the proposed acquisition and to weigh that damage against its considerable doubts. 360 The applicant also submits that the ECB failed to consider less intrusive measures than prohibiting the proposed acquisition, even though it had the option of doing so under the third sentence of Paragraph 2c(1b) of the KWG. She is of the view that it would have been more appropriate to authorise the proposed acquisition subject to prudential measures in relation to the Target. 361 The applicant also maintains that the ECB failed to apply an appropriate and proportionate assessment standard, in erroneously finding that she would acquire a controlling holding in the Target. BaFin and the ECB were thus not entitled to require the applicant to provide them with a business plan or an additional plan relating to the capital shortfall. Nor could the ECB make a strict assessment of the applicant’s financial soundness. 362 Lastly, the applicant claims that the ECB misused its powers in forcing the Warburg family to sell the Target in the light of the suspicions of tax evasion against her husband, who, on that basis, lacks good repute. 363 The ECB rejects the applicant’s claims. 364 The principle of proportionality requires that acts adopted by EU institutions do not exceed the limits of what is appropriate and necessary in order to attain the legitimate objectives pursued by the legislation in question; where there is a choice between several appropriate measures, recourse must be had to the least onerous, and the disadvantages caused must not be disproportionate to the aims pursued (judgment of 29 July 2024, Koiviston Auto Helsinki v Commission, C‑697/22 P, EU:C:2024:641, paragraph 77). 365 The assessment of the proportionality of a measure must be reconciled with compliance with the discretion that may have been conferred on the EU institutions at the time it was adopted (see judgment of 8 May 2019, Landeskreditbank Baden-Württemberg v ECB, C‑450/17 P, EU:C:2019:372, paragraph 53 and the case-law cited). As stated in paragraphs 192 and 193 above, the ECB enjoys broad discretion. That fact must therefore be taken into account in the examination of the proportionality of the contested decision. 366 In the present case, paragraph 2.16 of the contested decision contains a proportionality assessment. That paragraph sets out, first, the objectives pursued by the monitoring of qualifying shareholdings, namely to contribute to the safeguarding of the stability of the banking system by ensuring that only sound and properly functioning credit institutions operate therein in order to protect depositors and thus shield credit institutions from detrimental influence exercised by any future shareholder which could distort compliance. That same paragraph goes on to state that the applicant does not meet the criteria listed in Paragraph 2c(1b) of the KWG. 367 The ECB adds, moreover, in paragraph 2.16 of the contested decision, that whether a different transaction setup could achieve the objective of the proposed acquisition, that is to say, to keep the Targets within the Warburg family, goes beyond the scope of the transaction under examination. 368 Indeed, it is for the applicant to dispel the doubts expressed by the ECB during the assessment period, if necessary by restructuring the proposed transaction. However, it is common ground that the applicant did not suggest an alternative to the proposed transaction. 369 Lastly, the ECB rejects, in paragraph 2.16 of the contested decision, the only proposal made by the applicant during the assessment procedure. That proposal consisted of the applicant exercising her voting rights in Warburg Gruppe jointly with one of the proxies of MWB 1, for a period of one year. 370 However, the ECB considers, first, that BaFin intended to maintain the appointment of the two proxies responsible for exercising MWB 1’s voting rights in Warburg Gruppe, including following the proposed acquisition. That circumstance therefore precludes the applicant from being able to exercise her voting rights in Warburg Gruppe either individually or jointly with one of the proxies. Second, the ECB considers that the exercise of MWB 1’s voting rights in Warburg Gruppe by the proxies is not a permanent solution. Third, the ECB states that it has serious doubts as to the independence of one of the two proxies, for the reasons set out in paragraph 2.12 of the contested decision. 371 The ECB thereby did take account of the proposal made by the applicant, but opposed it, deeming it inappropriate. The applicant therefore failed to dispel the doubts expressed by the ECB during the assessment period, by restructuring the proposed transaction. 372 The applicant claims, nevertheless, that the ECB could have authorised the proposed acquisition while subsequently adopting appropriate supervisory measures in respect of the Target. However, that argument is irrelevant. 373 First, the applicant does not identify any provision of EU or national law providing for the possibility for the ECB to adopt a decision authorising the acquisition subject to conditions (see, to that effect and by analogy, judgment of 25 June 2015, CO Sociedad de Gestión y Participación and Others, C‑18/14, EU:C:2015:419, paragraphs 34, 37, 38 and 46). 374 Second, as the ECB submits, authorising the proposed acquisition subject to the adoption of subsequent prudential measures runs counter to the objectives, which are notably preventive, pursued by the monitoring of qualifying holdings and referred to, inter alia, in paragraph 248 above. 375 Lastly, the applicant submits that the contested decision is disproportionate in that the ECB applied ‘the wrong assessment standard’ in finding that she could exert a dominant influence on the Targets. 376 However, as was pointed out in the context of the examination of the fourth plea, the ECB did not take account of materially incorrect facts or make a manifest error of assessment in concluding that the applicant would acquire control of the Target following the proposed acquisition. 377 It follows from the foregoing considerations that the seventh plea in law must be rejected. 378 As all the pleas on which the applicant relies have been rejected, the application must be dismissed. Costs 379 Under Article 134(1) of the Rules of Procedure, the unsuccessful party is to be ordered to pay the costs if they have been applied for in the successful party’s pleadings. 380 Since the applicant has been unsuccessful, she must be ordered to bear her own costs and to pay those of the ECB, in accordance with the form of order sought by the latter. On those grounds, THE GENERAL COURT (Fourth Chamber, Extended Composition) hereby: 1. Dismisses the action; 2. Orders YH to bear her own costs and to pay those incurred by the European Central Bank (ECB). da Silva Passos Półtorak Reine Pynnä Cassagnabère Delivered in open court in Luxembourg on 19 November 2025. V. Di Bucci M. van der Woude Registrar President * Language of the case: English.