Judgment — ECLI:EU:C:2026:401
Date: 2026-05-13
Language of the case: Slovak

Translation C-225/25 – 1 
Case C-225/25 
Request for a preliminary ruling 
Date lodged: 
24 March 2025 
Referring court: 
Najvyšší súd Slovenskej republiky (Slovakia) 
Date of the decision to refer: 
19 February 2025 
Applicants at first instance: 
KORFIN, s.r.o. 
SEMPIOLA INVEST LIMITED 
Defendant at first instance: 
SLOVNAFT, a.s. 
  
EN 
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ORDER 
The Najvyšší súd Slovenskej republiky (Supreme Court of the Slovak Republic) 
[…] [composition of the court], in the proceedings between, on the one hand, 
Applicant 1 – KORFIN, s.r.o., established in […] [address] Bratislava, […] 
[identification number] – and Applicant 2 – SEMPIOLA INVEST LIMITED, 
established in […] [address] Nicosia, Cyprus, […] [identification number], both 
represented by: SOJKA LEGAL s.r.o., […] [lawyer’s address and identification 
number] [(together, ‘the applicants at first instance’ or ‘the appellants in the 
extraordinary appeal’)] – and, on the other, the defendant SLOVNAFT, a.s., 
established in […] [address] Bratislava, […] [identification number], represented 
by: RUŽIČKA AND PARTNERS s.r.o., […] [lawyer’s address and identification 
number] [(‘the defendant at first instance’)], seeking a declaration of invalidity 
of a decision of a general meeting, considered by the Mestský súd Bratislava III 
(District Court, Bratislava III) […] [case reference], concerning an extraordinary 
appeal (‘dovolanie’) brought by the applicants at first instance against the 
judgment of the Krajský súd v Bratislave (Regional Court, Bratislava) […] [case 
reference] of 1 March 2023, 
makes the following order: 
I. The following question is referred to the Court of Justice of the European 
Union for a preliminary ruling in accordance with Article 19(3)(b) of the Treaty 
on European Union (‘TEU’) and Article 267 of the Treaty on the Functioning of 
the European Union (‘TFEU’): 
‘Must Article 2(1)(a) of Directive 2004/25/EC of the European Parliament 
and of the Council of 21 April 2004 on takeover bids be interpreted as 
meaning that a voluntary takeover bid can be made only if it has as its 
objective the acquisition of a controlling interest in the offeree company and, 
therefore, a voluntary takeover bid cannot be made by an entity which 
already has a controlling interest in the offeree company?’ 
II. […] [staying of the main proceedings] 
Grounds: 
1 A request for a preliminary ruling is made to the Court of Justice of the European 
Union (‘the Court’) concerning the interpretation of Article 2(1)(a) of Directive 
2004/25/EC of the European Parliament and of the Council of 21 April 2004 on 
takeover bids (‘the Takeover Bids Directive’). 
2 Underlying that request are doubts which have arisen in court proceedings seeking 
a declaration of invalidity of Decision No 3 of the extraordinary general meeting 
of SLOVNAFT, a.s., adopted on 10 October 2019, which approved the transfer of 
the shares of all the other shareholders of SLOVNAFT, a.s., to MOL Nyrt. in the 
KORFIN AND SEMPIOLA INVEST 
 
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exercise of a right of squeeze-out by MOL Nyrt., as the bidder, in return for 
financial compensation for the shares in the offeree company SLOVNAFT, a.s., 
granted in the amount of EUR 85 per share in the offeree company SLOVNAFT, 
a.s. 
Legal context 
European Union law 
3 Article 2(1)(a) of the Takeover Bids Directive: 
‘For the purposes of this Directive: 
(a) “takeover bid” or “bid” shall mean a public offer (other than by the offeree 
company itself) made to the holders of the securities of a company to 
acquire all or some of those securities, whether mandatory or voluntary, 
which follows or has as its objective the acquisition of control of the offeree 
company in accordance with national law’. 
Slovak law 
4 Under Paragraph 114(1) of Zákon č. 566/2001 Z. z. o cenných papieroch a 
investičných službách a o zmene a doplnení niektorých zákonov (Zákon o 
cenných papieroch) (Law No 566/2001 on securities and investment services and 
on amendments to certain laws (‘the Securities Law’)), ‘unless this Law provides 
otherwise, “takeover bid” shall mean a public offer for the conclusion of an 
agreement pursuant to a special provision, the subject matter of which is the 
acquisition of all or some of the shares in the offeree company or the exchange of 
those shares or some of those shares for other securities, that offer being made to 
the shareholders of that company and effected in accordance with the obligation 
laid down in this Law or voluntarily and which follows or has as its objective the 
acquisition of a controlling interest in the offeree company; for the purposes of a 
takeover bid, “shares” shall mean shares, temporary certificates and other 
transferable securities carrying voting rights, which are admitted to trading on a 
regulated market in the Slovak Republic or in another Member State’. 
5 Under Paragraph 118i(1) of the Securities Law, ‘a bidder who has made a 
takeover bid that was not a partial or conditional bid within the meaning of 
Paragraph 116(2)(h) shall have the right to require that the shares of all other 
shareholders of the offeree company be transferred to that bidder for fair 
consideration (‘right of squeeze-out’), provided that the bidder concerned owns 
shares whose total par value represents not less than 95% of the share capital 
carrying voting rights of the offeree company, and to which not less than 95% of 
the voting rights in the offeree company are attached; the bidder shall also have 
the right of squeeze-out on the same terms vis-à-vis the legal successors of the 
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other shareholders of the offeree company. The bidder may exercise the right of 
squeeze-out no later than three months after the expiry of the takeover bid period 
referred to in the first sentence; if this is not done, that right shall expire’. 
6 Under Paragraph 118i(5) of the Securities Law, ‘a bidder shall be entitled to 
request the board of directors of the offeree company to convene a general 
meeting for the purpose of adopting a decision regarding the transfer to the bidder 
of the shares of all other shareholders. The bidder shall attach to the request to 
convene a general meeting a decision of the Národná banka Slovenska (National 
Bank of Slovakia) on the granting of prior approval pursuant to subparagraph 4, 
propose the amount of compensation, which may not be less than the 
compensation set pursuant to subparagraph 10, and attach confirmation of the 
deposit of funds to provide compensation to the other shareholders pursuant to 
subparagraph 12. The board of directors of the offeree company shall convene a 
general meeting within 30 days of receipt of the bidder’s request. The invitation to 
the general meeting shall include, in addition to the requirements set out in [Zákon 
č. 513/1991 Zb. Obchodný zákonník (Law No 513/1991 establishing the 
Commercial Code) (‘the Commercial Code’)], 
(a) the amount of the compensation within the scope established in 
Paragraph 116(2)(i), together with reasons for that amount, 
(b) the opinion of the board of directors regarding the reasonableness of the 
amount of compensation offered, 
(c) information regarding the prior consent of the National Bank of Slovakia for 
the exercise of the right of squeeze-out pursuant to subparagraph 4’. 
7 Under the second sentence in fine of Paragraph 118i(15) of the Securities Law, ‘an 
application to a court for a declaration of invalidity of a decision of a general 
meeting of shareholders regarding the transfer of shares in that public limited 
company from the other minority shareholders to the bidder, as majority 
shareholder, exercising a right of squeeze-out, on the ground that it is contrary to a 
provision of law, the articles of association, the statutes or good practice, may be 
submitted by any shareholder, member of the board of directors or member of the 
supervisory board of the offeree company, or anyone having an interest therein 
which warrants legal protection; however, the right to submit such an application 
to a court shall expire if the person entitled does not do so within three months of 
the date on which he, she or it had or should have had knowledge of the decision 
of the general meeting regarding the transfer of shares pursuant to subparagraph 6, 
but not later than one year from the date of the adoption of the decision of the 
general meeting regarding the transfer of shares pursuant to subparagraph 6; such 
expiry shall not concern the right of a shareholder whose shares have been 
transferred to the bidder for the offeree company to receive recompense in 
accordance with a court decision adopted pursuant to subparagraph 17. 
Paragraph 131(1) of the Commercial Code shall apply to that application, unless 
this subparagraph provides otherwise’. 
KORFIN AND SEMPIOLA INVEST 
 
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8 Under Paragraph 183 of the Commercial Code, ‘Paragraph 131 shall apply mutatis 
mutandis to a finding that a decision of the general meeting is invalid. A 
shareholder who attended the general meeting can invoke the right laid down in 
Paragraph 131(1) only if he, she or it has registered a protest in the minutes of the 
general meeting’. 
9 Under Paragraph 131(1) of the Commercial Code, ‘any partner, director, 
liquidator, court-appointed administrator, trustee in bankruptcy or member of the 
supervisory board may apply to a court for a declaration that a decision of the 
general meeting is invalid if it is contrary to the law, the articles of association or 
the statutes. The same right shall also be open to a former partner or member of 
the board of directors if he, she or it is concerned by the decision of the general 
meeting. However, that right shall expire if the person entitled fails to exercise it 
within three months from the date of the adoption of the decision of the general 
meeting or, if the general meeting was not duly convened, from the date on which 
the person entitled should have had knowledge of the decision’. 
Subject matter of the main proceedings and relevant facts 
10 In the action at first instance, the applicants at first instance sought a declaration 
of invalidity of Decision No 3 adopted at the extraordinary general meeting of the 
defendant at first instance, convened on 10 October 2019, by which the 
extraordinary general meeting approved the transfer of the shares of all the other 
shareholders of SLOVNAFT, a.s. [(‘the offeree company’)], to MOL Nyrt. in the 
exercise of the right of squeeze-out by MOL Nyrt., as the bidder, in return for 
financial compensation for the shares in the offeree company granted in the 
amount of EUR 85 for each share in the offeree company in accordance with the 
Conditions governing exercise of the right of squeeze-out by MOL Nyrt. of 
13 August 2019, as the bidder, and in accordance with the Decision of the 
National Bank of Slovakia […] [decision number] of 3 September 2019 on the 
granting of prior approval to MOL Nyrt. for exercise of the right of squeeze-out, 
the transfer of shares of all other shareholders of the offeree company to MOL 
Nyrt. concerning 296 204 shares […] [registration numbers of the shares 
concerned]. At the time of the extraordinary general meeting, the applicants at 
first instance were shareholders of the defendant at first instance – Applicant 1 
held 100 shares and Applicant 2 held 14 037 shares. As the main ground for the 
invalidity of the contested decision, the applicants at first instance submitted that a 
right of squeeze-out could not have accrued to MOL Nyrt. because it had not 
previously made a takeover bid pursuant to Paragraph 114(1) of the Securities 
Law. The applicants at first instance argued that the takeover bid made by MOL 
Nyrt. did not constitute a mandatory takeover bid within the meaning of 
Paragraph 118g(1) of the Securities Law because MOL Nyrt. had acquired its 
controlling interest in the offeree company long before, and therefore there was no 
fulfilment of a legal obligation to make a mandatory takeover bid. At the same 
time, the applicants at first instance argued that there could likewise be no 
voluntary takeover bid because MOL Nyrt., as the maker of the takeover bid, 
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could not have had as its objective the acquisition of a controlling interest in the 
offeree company as it already had a controlling interest of 98.56% therein prior to 
the public offer being made. The applicants at first instance referred to the 
Takeover Bid Directive, which was implemented in Slovak law by Zákon č. 
644/2006 Z. z., ktorým sa mení a dopĺňa Zákon č. 483/2001 Z. z. o bankách (Law 
No 644/2006 amending Law No 483/2001 on banks), and maintained that MOL 
Nyrt. was not entitled to make a voluntary takeover bid because its objective was 
not, and could not objectively have been, to acquire control of the offeree 
company. On the basis of the foregoing, they considered that the attempt by MOL 
Nyrt. to make a voluntary takeover bid could produce no legal effects in relation 
to the accrual of a right of squeeze-out as it was contrary to the Securities Law. 
11 The Okresný súd Bratislava II (District Court, Bratislava II), as the court of first 
instance, dismissed the action by judgment […] [file reference] of 13 December 
2021 (point I of the operative part). In the grounds for its decision, it stated that 
the takeover bid in question had been made voluntarily and in full compliance 
with Paragraph 114(1) of the Securities Law because that provision does not 
expressly limit the possibility of making a takeover bid solely with the objective 
of acquiring a controlling interest in the offeree company. As MOL Nyrt. already 
had a controlling interest in the offeree company, its takeover bid was voluntary, 
as is clear from the decision of the National Bank of Slovakia […] [decision 
number] of 3 September 2019 granting prior approval to MOL Nyrt. to exercise its 
right to buy out the offeree company’s shares. The conduct of MOL Nyrt. in 
connection with the making of the takeover bid, which correctly preceded the buy-
out of the offeree company’s shares pursuant to the contested decision adopted at 
the offeree company’s extraordinary general meeting, was in line with 
Paragraph 114(1) of the Securities Law. 
12 The Krajský súd v Bratislave (Regional Court, Bratislava), as the appellate court, 
by judgment […] [case reference] of 1 March 2023, dismissed, in point I of the 
operative part, the appellant’s request that the proceedings be stayed, and, in 
point II of the operative part, upheld the judgment of the Okresný súd Bratislava II 
(District Court, Bratislava II) […] [case reference] of 13 December 2021. In the 
grounds for its judgment, the appellate court referred to the decision of the 
National Bank of Slovakia […] [decision number] of 3 September 2019, which 
shows in a clear and certain manner that the National Bank of Slovakia grants 
approval for the exercise of the right to buy out the shares in the offeree company, 
and that MOL Nyrt. voluntarily made a bid to purchase the shares in the offeree 
company pursuant to Paragraph 114 of the Securities Law, with a validity period 
from 10 May 2019 to 18 July 2019. The exercise of the right of squeeze-out was 
preceded by the bid to purchase the shares in the offeree company and was neither 
partial nor conditional on fulfilment of conditions for prior approval of the 
exercise of the right to buy out the shares in the offeree company on the basis of 
the factual and legal situation at the time the decision in question was adopted. 
The decision of the National Bank of Slovakia […] [decision number] became 
final on 4 September 2019, was not annulled by an administrative court, was 
therefore issued by an authorised person competent in the field, and is binding. 
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The appellate court further referred to the notarial act of 15 October 2019, 
according to which, on 10 October 2019, an extraordinary general meeting of the 
offeree company was held, which, like Decision No 3, adopted a decision 
approving the transfer of shares of all other shareholders of the offeree company 
to MOL Nyrt. in the exercise of the right of squeeze-out by MOL Nyrt., in 
accordance with the decision of the National Bank of Slovakia […] [decision 
number] of 3 September 2019. The appellate court further stated in the grounds 
for its decision that it is necessary to draw a distinction between the abuse of a 
right by a shareholder and the exercise of rights by a shareholder, the buy-out of 
shares by the majority shareholder being permitted by law. 
13 Concurring with the position of the court of first instance, the appellate court 
stated that it follows from both the English and Czech versions of the Takeover 
Bid Directive that a voluntary takeover bid may be made even after a controlling 
interest in a company has been acquired. In line with the view of the court of first 
instance, the appellate court stated that a voluntary takeover bid had taken place 
and that the buy-out of the shares had therefore been effected in accordance with 
the applicable European and Slovak law, with the consent of the National Bank of 
Slovakia, because that is possible even after a controlling interest in the company 
concerned has been acquired. In the view of the appellate court, the legislative 
conditions laid down in Paragraph 114(1) and Paragraph 118i of the Securities 
Law had been fulfilled, and thus the legislative conditions for a declaration that 
the decision of the general meeting was invalid, laid down in Paragraph 131(2) of 
the Commercial Code, had not been met. 
14 Applicant 1 and Applicant 2 have brought an extraordinary appeal against point II 
of the operative part of the appellate court’s judgment, which the Najvyšší súd 
Slovenskej republiky (Supreme Court of the Slovak Republic) has jurisdiction to 
hear. 
15 The appellants in the extraordinary appeal have argued that the courts did not 
sufficiently address the essential issue, namely what constitutes a voluntary 
takeover bid within the meaning of the Securities Law and what the essential 
characteristics defining a voluntary bid are, or whether the same person who 
already controls the company is entitled to make a voluntary takeover bid under 
the applicable provisions of law. They have submitted that the court decisions 
lacked any interpretation of the objectives of [the Takeover Bid Directive], the 
purpose of a mandatory and voluntary takeover bid, a systemic interpretation of 
the individual provisions of [the Takeover Bid Directive], a systemic 
interpretation of the Securities Law, the compatibility of the provision of national 
law with the objectives of [the Takeover Bid Directive] and a comparison and 
interpretation of the other language versions (other than the English and Czech 
versions). In the view of the appellants in the extraordinary appeal, a mandatory 
takeover bid must follow the acquisition of a controlling interest and must be 
made without delay; however, a voluntary takeover bid can be made at any time, 
but only if it has as its objective the acquisition of a controlling stake in the 
offeree company; if there is no such objective, it is merely a standard public offer 
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within the meaning of Paragraph 276 et seq. of the Commercial Code, but not the 
instrument of a ‘takeover bid’ within the meaning of the Securities Law. In the 
view of the appellants in the extraordinary appeal, that view follows from 
Article 2(1)(a) of the Takeover Bid Directive. They have also referred to the 
provisions of Czech law, which provides that a mandatory takeover bid must be 
made if the law so provides (that is to say, after the acquisition of a controlling 
interest in the offeree company) and that a voluntary bid can be made solely with 
the objective of acquiring control of the offeree company. 
Reasoning in the request for a preliminary ruling 
16 On 10 October 2019, an extraordinary general meeting of the offeree company 
was held, which adopted as Decision No 3 a decision approving the transfer of the 
shares of all other shareholders of the offeree company to MOL Nyrt. in the 
exercise of the right of squeeze-out by MOL Nyrt., in accordance with the 
decision of the National Bank of Slovakia […] [decision number] of 3 September 
2019. It follows from the decision of the National Bank of Slovakia of 
3 September 2019 that the National Bank of Slovakia authorised the exercise of 
the right to buy out the shares in the offeree company, and that MOL Nyrt. 
voluntarily made a takeover bid for the shares in the offeree company, pursuant to 
Paragraph 114 of the Securities Law, with a validity period from 10 May 2019 to 
18 July 2019. The bid made to purchase the shares in the offeree company 
preceded the exercise of the right of squeeze-out and was neither partial nor 
conditional on fulfilment of the conditions for prior approval of the exercise of the 
right to buy out the shares in the offeree company. The appellants in the 
extraordinary appeal submit that the right of squeeze-out could not have been 
exercised in the present case as it was not preceded by a takeover bid within the 
meaning of Paragraph 114(1) of the Securities Law as there was no mandatory bid 
and there could be no voluntary bid because the objective thereof was not to take 
control of the offeree company. 
17 In the court proceedings, the courts considered the validity or otherwise of 
Decision No 3 of the extraordinary general meeting of the offeree company 
regarding the transfer of the shares in that company from the other minority 
shareholders to the bidder, MOL Nyrt., as the majority shareholder, on the basis of 
the right of squeeze-out. In the present dispute, there is a difference of opinion as 
to the interpretation of Article 2(1)(a) of the Takeover Bids Directive defining a 
takeover bid, which is one of the basic conditions for the majority owner’s right of 
squeeze-out. 
18 In interpreting the article in question, the lower courts hearing the case also relied 
on the explanatory memorandum to Law No 644/2006 amending Law 
No 483/2001 on banks, transposing the Takeover Bids Directive, which states that 
‘Paragraph 114 defines the concepts and general rules concerning takeover bids. 
In accordance with Article 2(1)(a) of the Takeover Bids Directive, “takeover bid” 
shall mean a public offer for the conclusion of an agreement, the subject matter of 
KORFIN AND SEMPIOLA INVEST 
 
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which is the acquisition of all or some of the shares in the offeree company or the 
exchange of those shares or some of those shares for other securities, that offer 
being made to the shareholders of the offeree company and effected in accordance 
with the obligation laid down in this Law or voluntarily, if it has as its objective 
the acquisition of a controlling interest in the offeree company or if it can lead to 
the acquisition of control of the offeree company’. 
19 The court of first instance held that the claim by the applicants at first instance 
that the Takeover Bids Directive defines a takeover bid differently is unfounded. 
The Slovak translation of Article 2(1)(a) of the Takeover Bids Directive is 
inaccurate in that it defines a takeover bid as a mandatory or voluntary public 
offer (other than by the offeree company itself) made to the holders of securities 
of the offeree company with the objective of acquiring all or some of those 
securities, which results or is intended to result in the acquisition of control of the 
offeree company in accordance with national law. In the view of court of first 
instance, that translation is incorrect, as is evident from the original English 
version of the provision at issue, and also from the Czech translation. Concurring 
with the position of the court of first instance, the appellate court stated that it 
follows from both the English and Czech versions of the Takeover Bids Directive 
that a voluntary takeover bid can be made even after a controlling interest in a 
company has been acquired. 
20 The Najvyšší súd Slovenskej republiky (Supreme Court of the Slovak Republic) 
considers as central to settling the dispute the answer to the question whether 
Article 2(1)(a) of Directive 2004/25/EC of the European Parliament and of the 
Council of 21 April 2004 on takeover bids is to be interpreted as meaning that a 
voluntary takeover bid can be made only if it has as its object the acquisition of a 
controlling interest in the offeree company and, therefore, a voluntary takeover 
bid cannot be made by an entity which already has a controlling interest in the 
offeree company. 
21 […] [stay of proceedings before the national court] 
22 […] [voting of the adjudicating panel of the referring court] 
[…] [information on the legal remedies available] 
[…] [place and date of the delivery of the ruling by the national court] 
[…] 
[first names and surnames of the members of the adjudicating panel] 
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[…] [first name and surname of the registrar] 
[…] [authorisation clause]