Opinion of the Advocate General — ECLI:EU:C:2025:965
Date: 2025-12-11
Language of the case: Slovak

Translation C-791/24 – 1 
Case C-791/24 
Request for a preliminary ruling 
Date lodged: 
13 November 2024 
Referring court: 
Najvyšší súd Slovenskej republiky (Slovakia) 
Date of the decision to refer: 
29 October 2024 
Party initiating the proceedings before the referring court: 
TERVE Production, spol. s r. o. 
Other party to the proceedings:  
Intesa Sanpaolo Holding International S.A. 
  
EN 
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 […] 
[ECLI Identifier] 
Najvyšší súd 
Slovenskej republiky 
 
[…] [Case number] 
[…] [Communication number] 
 
  
ORDER 
The Najvyšší súd Slovenskej republiky (Supreme Court of the Slovak Republic, 
Slovakia) (‘the referring court’), in the dispute between the appellant TERVE 
Production, spol. s r. o., with its registered office at […] [address] Pezinok, […], 
[identification number], represented by the law firm Roman Kvasnica a partneri 
s.r.o., with its registered office at […] [address] Piešťany, […], [identification 
number], and the respondent Intesa Sanpaolo Holding International S.A., with 
its registered office at 28, […] [address] Luxembourg, entered in the Commercial 
Register in Luxembourg under No B44318, represented by the law firm Allen 
Overy Shearman Sterling s.r.o., with its registered office at […] [address] 
Bratislava, […], [identification number], in an action to substitute the approval 
of the draft agreement for the purchase of the appellant’s shares with a court 
ruling, with respect to an appeal on a point of law (‘dovolanie’) by the 
respondent against the order of the Krajský súd v Bratislave (Regional Court, 
Bratislava, Slovakia) dated 26 October 2023 […], [Case number] 
decides: 
I. to refer the following questions to the Court of Justice of the 
European Union for a preliminary ruling pursuant to 
Article 19(3)(b) of the Treaty on European Union and 
Article 267 of the Treaty on the Functioning of the European 
Union: 
(1) Must the provisions of Article 7(1) of Regulation (EU) No 1215/2012 
of the European Parliament and of the Council of 12 December 2012 
on jurisdiction and the recognition and enforcement of judgments in 
civil and commercial matters (recast) (‘Regulation No 1215/2012’) be 
interpreted as meaning that an action to substitute the approval of 
the appellant’s draft agreement concerning the purchase of shares with 
a court ruling should be considered an action ‘in matters relating to 
a contract’? 
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(2) If the first question is answered in the negative, must the provisions of 
Article 7(2) of Regulation No 1215/2012 be interpreted as meaning 
that an action to substitute the approval of the appellant’s draft 
agreement concerning the purchase of shares with a court ruling 
should be considered an action ‘in matters relating to tort, delict or 
quasi-delict’? 
(3) Must the provisions of Article 24(2) of Regulation No 1215/2012 be 
interpreted as also applying to the main proceedings in view of the 
fact that the appellant requests that the court in the main 
proceedings consider, as a preliminary issue, its plea that the 
resolution of the general meeting approving the transfer of the shares 
of the other shareholders (including the appellant’s shares) to the 
respondent is non-existent or invalid? 
[…] [procedural decision to stay the proceedings before the referring 
court] 
Grounds 
Provisions of national law relied on 
Mandatory takeover bid 
1 Pursuant to Paragraph 119(1) of the zákon č. 566/2001 Z. z. o cenných papieroch 
a investičných službách a o zmene a doplnení niektorých zákonov (Law 
No 566/2001 on Securities and Investment Services and Amendments to Certain 
Laws, as amended) (‘the Securities Law’), if a general meeting of an issuer of 
listed shares decides that the shares issued by the issuer are to be delisted, the 
issuer is required to announce a mandatory takeover bid to purchase all the 
listed shares from those shareholders who did not vote in favour of the resolution 
to delist the shares at the general meeting or who did not attend the general 
meeting. The mandatory takeover bid must indicate that the reason for the 
announcement of the mandatory takeover bid is the resolution of the company’s 
general meeting to delist the shares. 
2 Pursuant to Paragraph 119(3) of the Securities Law, the obligation referred to in 
Paragraph 119(1) is deemed to be fulfilled if the mandatory takeover bid to 
purchase all the listed shares from shareholders who did not vote at the general 
meeting in favour of the resolution to delist the shares is announced by a person 
other than the issuer of those shares. 
3 Pursuant to Paragraph 119(6) of the Securities Law, a mandatory takeover bid 
made pursuant to Paragraph 119(1) and Paragraph 170(3) may precede the 
exercise of the right of squeeze-out under Paragraph 118i only if the person 
making that mandatory bid is the person referred to in Paragraph 119(3) and 
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if the bid was neither a partial takeover bid nor a conditional takeover bid within 
the meaning of Paragraph 116(2)(h). 
Right of squeeze-out 
4 Pursuant to Paragraph 118i(1) of the Securities Law, a bidder who has made a 
takeover bid that is not a partial or conditional bid within the meaning of 
Paragraph 116(2)(h) has the right to require that all the other shareholders of 
the company in question transfer their shares to that person for fair 
consideration (‘the right of squeeze-out’), provided that the bidder owns shares 
whose total par value represents not less than 95% of the share capital carrying 
voting rights and to which not less than 95% of the voting rights in the company 
in question are attached; the bidder also has the right of squeeze-out on the same 
terms vis-à-vis the legal successors of the other shareholders of the company in 
question. The bidder may exercise the right of squeeze-out no later than three 
months after the expiry of the takeover bid referred to in the first sentence, or else 
that right expires. 
5 Pursuant to Paragraph 118i(6) of the Securities Law, the adoption by the general 
meeting of a resolution to transfer the shares of all other shareholders to the 
bidder requires the approval of not less than 95% of the votes of all the 
company’s shareholders. The minutes of the general meeting are drawn up in the 
form of a notarial deed. The board of directors of the company in question, no 
later than 30 days after the adoption of the resolution of the general meeting in 
accordance with the first sentence, applies for the resolution to be entered in the 
commercial register. That application for entry in the commercial register must 
also include a decision by the Národná banka Slovenska (National Bank of 
Slovakia) granting prior approval for the exercise of the right of squeeze-out in 
accordance with paragraph 4 and a confirmation that the funds intended for the 
payment of compensation to other shareholders in accordance with paragraph 12 
have been deposited. It is assumed that as soon as the general meeting has 
adopted a resolution to transfer the shares of all other shareholders to the 
bidder, the right of squeeze-out has been exercised. 
6 Pursuant to Paragraph 118i(8) of the Securities Law, 30 days after the resolution 
of the general meeting referred to in paragraph 6 has been entered in the 
commercial register, the shares of the company in question are transferred 
from the other shareholders to the bidder. The transfer of ownership of shares 
in accordance with the first sentence is a legal fact pursuant to Paragraph 18(1) 
and is recorded in the statutory register of securities in accordance with 
Paragraph 18 as at the date of such transfer on the basis of a transfer registration 
order submitted by the company in question to the Centrálny depozitár 
cenných papierov Slovenskej republiky (Central Securities Depository of the 
Slovak Republic; ‘the central securities depository’), which maintains the share 
issue in question in the issuer’s register. The basis for registering the transfer 
pursuant to the right of squeeze-out is the resolution of the general meeting 
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referred to in paragraph 6, the prior approval of the National Bank of Slovakia for 
the exercise of the right of squeeze-out referred to in paragraph 4, and an extract 
from the commercial register of the company in question after the resolution of 
the general meeting has been registered pursuant to paragraph 6. 
Right of sell-out 
7 Pursuant to Paragraph 118j of the Securities Law: 
(1) If the circumstances referred to in Paragraph 118i(1) obtain, a shareholder 
holding remaining shares in the company in question is entitled to require that 
the bidder purchase his or her shares for fair consideration. 
(2) The right referred to in paragraph 1 may be exercised by the remaining 
shareholder no later than three months after the expiry of the takeover bid, or 
else that right expires. The remaining shareholder exercises that right by sending a 
draft share purchase agreement, which should specify, in particular: 
(a) the required fair consideration in cash or appropriate compensation in 
securities; 
(b) the deadline for the approval of the draft agreement; 
(c) the deadline and procedure for the transfer of securities. 
(3) The obliged person under paragraph 1 shall approve the draft agreement 
within the deadline stipulated therein, or else within 10 working days from the 
date of its receipt. If the obliged person does not approve the draft agreement 
within that deadline, the entitled person may petition a court to substitute 
approval of the draft with a court ruling. That right must be exercised within 
three months of the expiry of the deadline referred to in the first sentence, or else 
it expires. 
(4) The obliged person referred to in paragraph 1 may, immediately upon 
receipt of the draft agreement, petition a court to examine whether the requested 
consideration is fair. That right expires if it is not exercised within one month 
from the date of delivery of the draft agreement. 
If the amount of consideration has not been determined by an expert opinion, then 
the burden of proving that the consideration offered is fair rests with the entitled 
person. 
(5) The provisions of Paragraph 118i shall apply mutatis mutandis. 
Subject matter of the national proceedings and relevant facts 
8 TERVE Production, spol. s r. o., with its registered office at […] [address] 
Pezinok, […] [identification number], ‘the appellant’, and Intesa Sanpaolo 
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Holding International S.A., with its registered office at […] [address], 
Luxembourg, entered in the commercial register of Luxembourg under No 
B44318, ‘the respondent’, were shareholders of the same company – VÚB, 
a. s. The respondent acquired a controlling stake in that company. In an action 
brought before the Okresný súd Bratislava V (District Court, Bratislava V, 
Slovakia; ‘the district court’) on 18 August 2021, the appellant requested that the 
court substitute approval by the respondent of the appellant’s draft share 
purchase agreement with a ruling (‘the main proceedings’). Thus the appellant 
requested that the court substitute the respondent’s declaration of intent to 
purchase the appellant’s shares in VUB, a. s., with its ruling (‘the substitution of 
the respondent’s declaration of intent’). In those proceedings a dispute arose 
as to whether the courts of the Slovak Republic had jurisdiction to hear the 
case and to give a ruling in the main proceedings. 
9 With regard to the jurisdiction of the courts of the Slovak Republic, the appellant 
invoked Article 7(1) and Article 25 of Regulation No 1215/2012. The respondent, 
by a first plea, claimed that the district court lacked jurisdiction. 
10 By an order dated 28 February 2022, […] [Ref. No], the district court found that it 
did not have jurisdiction to hear the case on the grounds that there was no 
contract between the parties providing for the performance of an obligation and no 
prorogation of jurisdiction, and discontinued the main proceedings. 
11 The appellant appealed against the above order of the district court. It argued that 
the district court erred in assessing its jurisdiction under Article 4 of Regulation 
No 1215/2012. The appellant relied, inter alia, on the existence of a close 
connection between the action and the legal order of the Slovak Republic and the 
courts of the Slovak Republic; on [recitals] 13 and 16 of Regulation 
No 1215/2012; on facts which, according to the appellant, justify special 
jurisdiction, namely the ‘contractual’ relationship between the appellant and the 
respondent based on the articles of association of VÚB, a. s. (of which the 
appellant and the respondent were shareholders); and on exclusive jurisdiction 
under Article 24 of Regulation No 1215/2012. 
12 The appellant stated that on 18 December 2020, the general meeting of VÚB, a. 
s., had adopted a resolution under which the shares issued by the issuer VÚB, a. 
s., would be delisted. Pursuant to Paragraph 119(1) of the Securities Law (cited in 
paragraph 1 above), the issuer (therefore VÚB, a. s.) is required to announce a 
takeover bid for all the listed shares from shareholders who did not vote at the 
general meeting in favour of the resolution to delist the shares or who did not 
attend the general meeting. Pursuant to Paragraph 119(3) of the Securities Law 
(cited in paragraph 2 above), the aforementioned obligation to announce a 
takeover bid is deemed fulfilled if it is announced by another person on behalf of 
the issuer. In the case at issue, the respondent, as the issuer’s majority 
shareholder, freely assumed that obligation and announced a takeover bid on 
behalf of the issuer. In the published takeover bid, the respondent stated that 
pursuant to that takeover bid, share purchase agreements would be governed by 
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the laws of the Slovak Republic and that the ordinary courts of the Slovak 
Republic would have jurisdiction to resolve disputes arising from the takeover bid 
and the agreements entered into in connection with the takeover bid in accordance 
with the applicable laws of the Slovak Republic. In its appeal, the appellant 
argued that the court had erred in finding that there was no contractual 
relationship between the parties because, according to the appellant, their mutual 
rights and obligations arose from a contract, namely the articles of association of 
VÚB, a. s., since both the appellant and the respondent were shareholders of 
VÚB, a. s. According to the appellant, the dispute that was the subject of its action 
could be considered as a dispute arising from a takeover bid, and therefore, 
according to the appellant, the jurisdiction of the courts of the Slovak Republic 
could also arise from the provisions of Article 25 of Regulation No 1215/2012. 
13 On 19 April 2021, a general meeting of VÚB, a. s., was held, which, among other 
things, approved the transfer of the shares of all the other shareholders of 
VÚB, a. s., to the respondent, in exercise of the right of squeeze-out pursuant to 
Paragraph 118i of the Securities Law (the relevant parts of which are cited in 
paragraphs 4, 5 and 6 above). 
14 The respondent disagreed with the arguments raised in the appeal and requested 
that the contested order of the court of first instance on the lack of jurisdiction of 
the Slovak courts be upheld as correct as to the substance. It stated that even if it 
accepted the appellant’s extremely broad interpretation that all disputes between 
shareholders relate to articles of association, the appellant was not a shareholder 
of VÚB, a. s., and therefore was not even entitled to bring an action. In addition, 
the respondent stated that the subject matter of the proceedings was the appellant’s 
purported claim under Paragraph 118j of the Securities Law (cited in paragraph 7 
above), which had no contractual basis and was not connected to the matters 
provided for in the articles of association of VÚB, a. s. 
15 The appellant, on the other hand, asserted that it was a shareholder of VÚB, a. s., 
and justified that claim by claiming the non-existence or invalidity of the 
resolution of the general meeting of VÚB, a. s., held on 19 April 2021, which 
approved the transfer of shares to the respondent (as stated in paragraph 13 
above). The appellant claimed that it had brought an action seeking the annulment 
of the aforementioned resolution of the general meeting to transfer shares to the 
respondent. The appellant requested that the court examine the invalidity/non-
existence of the aforementioned resolution of the general meeting in the main 
proceedings as a preliminary issue. 
16 The Krajský súd v Bratislave (Regional Court, Bratislava, Slovakia; ‘the regional 
court’) ruled on the appeal in an order dated 26 October 2023, […] [Ref. No], 
setting aside the order challenged by the appeal. The court of appeal pointed to 
the close connection ([recitals] 16 and 13 of Regulation No 1215/2012) of the 
action with the legal order of the Slovak Republic and the courts of the Slovak 
Republic, given that the respondent was a shareholder of a Slovak commercial 
company, established under Slovak law, with its registered office in the Slovak 
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Republic, and the central securities depository maintained a register of the 
company’s shares and registered the transfer of those shares. The court of 
appeal also pointed to the absence of such a close connection with the courts of 
the Grand Duchy of Luxembourg, with which the action was connected only by 
the respondent’s registered office. The court of appeal found that the respondent, 
in the takeover bid addressed to the shareholders of VÚB, a. s., had recognised 
the jurisdiction of the courts of the Slovak Republic and the law of the Slovak 
Republic, and there was no reason to believe that courts other than the courts of 
the Slovak Republic should have jurisdiction in disputes concerning VÚB, a. s., 
shares. The court of appeal held that it was illogical that disputes concerning the 
takeover bid should be governed by the law of the Slovak Republic and heard by 
the courts of the Slovak Republic, and that where the appellant had not accepted 
the takeover bid and the respondent had not agreed to the appellant’s proposal to 
conclude an agreement for the sale of the remaining shares, the appellant, as a 
shareholder, should seek annulment of the respondent’s declaration of intent not 
before the courts of the Slovak Republic, but before the courts having jurisdiction 
over the respondent’s registered office, namely the courts of the Grand Duchy of 
Luxembourg. In the view of the court of appeal, there was no jurisdiction under 
Article 7(1)(a) of Regulation No 1215/2012, since there was no contractual 
relationship between the appellant and the respondent, nor did such a relationship 
arise from the articles of association of VUB, a. s., as those articles did not contain 
a provision governing court jurisdiction in disputes between shareholders and the 
company, or in disputes between shareholders. However, in the view of the court 
of appeal, there was jurisdiction under Article 7(2) of Regulation No 1215/2012 
because, according to the court of appeal, the dispute concerning the substitution 
of the majority shareholder’s declaration of intent was a dispute brought by a 
minority shareholder under the Securities Law that concerned a Slovak issuer, 
where the majority shareholder acted as the respondent. 
17 The respondent filed an appeal on a point of law against the above ruling of the 
regional court, which is being heard by the referring court. 
18 The appellant on a point of law claims, inter alia, that the courts of the Slovak 
Republic do not have jurisdiction to make a ruling in the main proceedings. It 
argues that, in accordance with the general rule of jurisdiction laid down by 
Article 4(1) of Regulation No 1215/2012, the courts of the Grand Duchy of 
Luxembourg have jurisdiction over the action, since the respondent is a legal 
person with its registered office in Luxembourg. According to the appellant on a 
point of law, jurisdiction does not arise under Article 7(1) of Regulation 
No 1215/2012 because there is no material contractual relationship between 
the appellant and the respondent. It also argues that there is likewise no 
jurisdiction under Article 24(2) and (4) of Regulation No 1215/2012, since the 
subject matter of the main proceedings is not one of the matters exhaustively set 
out in those provisions. As regards the reasoning on which the appeal court based 
the jurisdiction of the courts of the Slovak Republic, the appellant on a point of 
law argued that the ‘close connection’ and ‘the need to protect minority 
shareholders as noted [by the court]’ did not constitute factors that establish the 
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jurisdiction of the courts of the Slovak Republic. It argues that the mandatory 
takeover bid is also irrelevant to the establishment of jurisdiction since the 
appellant did not respond to or accept the bid, and the bid expired. The appellant 
on a point of law submits that the establishment of jurisdiction under 
Article 7(2) of Regulation No 1215/2012 is incorrect. It argues that the 
application of ‘tort, delict or quasi-delict’ as referred to in Article 7(2) of 
Regulation No 1215/2012 must involve a claim concerning liability for damage, 
as is evident from the use of the terms ‘tort’ and ‘harmful event’ in other language 
versions of that provision (the Slovak version uses the term ‘mimozmluvná 
zodpovednost’ [‘non-contractual liability’]). In its view, jurisdiction under that 
provision can therefore only be established in regard to tort claims for civil 
liability. It argues that such a claim is not the subject of the main proceedings. In 
the event that the referring court considers establishing jurisdiction under 
Article 7(2) of Regulation No 1215/2012, the appellant on a point of law proposes 
the making of request for a preliminary ruling from the Court of Justice of the 
European Union (‘the CJEU’). 
19 The referring court has therefore been called upon to assess, inter alia, the 
correctness of the application of Articles 7 and 24 of Regulation No 1215/2012 
and the correctness of the legal assessment concerning the jurisdiction of the 
courts of the Slovak Republic, including the jurisdiction of the referring court, to 
hear the case and to give a ruling in the main proceedings. Jurisdiction is a 
necessary prerequisite in the proceedings and is fundamental to their 
continuation. If the courts of the Slovak Republic are found to lack jurisdiction, 
they will be obliged to discontinue the main proceedings. 
20 There is a fairly extensive body of case-law of the Court of Justice on the 
interpretation of Articles 7 and 24 of Regulation No 1215/2012. However, the 
referring court is of the view that the specific nature of the main proceedings 
does not allow the relevant provisions of Regulation No 1215/2012 to be applied 
as either acte clair or acte éclairé, even taking into account the aforementioned 
case-law of the Court of Justice. The issue in this case is the specific nature of 
the subject matter of the main proceedings – the substitution of the 
respondent’s declaration of intent (after the exercise of the right of squeeze-out 
pursuant to Paragraph 118j of the Securities Law, referred to in paragraph 7 
above) in connection with the fact that the respondent freely assumed the 
obligation to make a takeover bid pursuant to Paragraph 119(3) of the Securities 
Law. Another specific feature is the appellant’s argument that the 
invalidity/non-existence of the resolution of the general meeting of VÚB, a. s., 
dated 19 April 2021, approving the transfer of shares of all the other shareholders 
to the respondent, should be examined as a preliminary issue. 
21 In the light of the above, the referring court has decided to refer the questions set 
out in part I of this order to the Court of Justice for a preliminary ruling. 
22 It follows from the case-law of the Court of Justice that the principles of special 
and exclusive jurisdiction set forth in the cited provisions (Articles 7(1), 7(2) and 
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24) of Regulation No 1215/2012 must be interpreted independently, with 
reference to the scheme and objectives of Regulation No 1215/2012, in order to 
ensure the uniform application of that regulation in all Member States. That 
requirement means that the terms ‘in matters relating to a contract’ and ‘in matters 
relating to tort, delict or quasi-delict’ cannot be understood as referring to the 
classification that the applicable national law gives to the legal relationship at 
issue in the main proceedings. 
The first question 
23 The conclusion of a contract is not a condition for the application of the rule of 
special jurisdiction provided for in Article 7(1) of Regulation No 1215/2012 in 
matters relating to a contract (see, for example, the judgments in Kerr, C-25/18, 
paragraph 23, and [Ellmes Property Services], C-433/19, paragraph 36; the order 
in INA and Others, C-200/19, paragraph 25; and the judgments in flightright and 
Others, C-274/16, paragraph 60; Primera Air Scandinavia, C-215/18, 
paragraph 42; and Granarolo, C-196/15, paragraph 24). The application of special 
jurisdiction presupposes the establishment of a legal obligation freely accepted 
by one person vis-à-vis another and on which the claimant’s action is based (see, 
for example, the judgment in Česká spořitelna, C-419/11, paragraph 46). The 
concept of ‘matters relating to a contract’ under the aforementioned provision is 
not to be understood as covering a situation in which there is no obligation 
freely assumed by one party towards another (see, for example, the judgments in 
Tacconi, C-334/00, paragraph 23; OTP Bank, C-519/12, paragraph 23; and Ordre 
des avocats du barreau de Dinant, C-421/18, paragraph 26). In accordance with 
the case-law of the Court of Justice, a ‘freely assumed’ obligation also includes a 
voluntary unilateral commitment given by one person to another (judgment in 
Engler, C-27/02, paragraph 53), while the concept of ‘matters relating to a 
contract’ under Article 7(1) of Regulation No 1215/2012 should also include cases 
where the claim arises from a contract whose existence is disputed between the 
parties (judgment in Effer, C-38/81). The relationship between an association 
and its members is a ‘matter relating to a contract’ (judgment in [Peters 
Bauunternehmung], 34/82, paragraphs 13 and 15). Similarly, the links between 
the shareholders of a company are comparable to those between the parties to 
a contract (judgment in Powell Duffryn, C-214/89, paragraph 16). 
24 The general meeting of VÚB, a.s. (the issuer of the shares whose transfer is the 
subject matter of the action) decided that the shares of that issuer would be de-
listed. In accordance with Paragraph 119(1) of the Securities Law (referred to in 
paragraph 1 above), the issuer, as a consequence of that decision, was under an 
obligation to make a public takeover bid. That obligation was freely undertaken 
by the respondent in the place of the issuer (as permitted under 
Paragraph 119(3) of the Securities Law, cited in paragraph 2 above). 
Subsequently, the respondent decided to exercise the right of squeeze-out 
under Paragraph 118i of the Securities Law, that it is say, its right to require that 
the shares of the remaining shareholders of that issuer be transferred to it. It 
follows from the provision of Paragraph 119(6) of the Securities Law (cited in 
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paragraph 3 above) that a condition for exercising the right of squeeze-out was 
precisely the respondent previously freely assuming the issuer’s obligation to 
make a mandatory takeover bid addressed to those shareholders of the issuer who 
did not vote in favour of the resolution to delist the shares or who did not attend 
the general meeting which adopted that resolution. 
25 In the action, the appellant claims its right of sell-out under Paragraph 118j(1) 
of the Securities Law and seeks to substitute the respondent’s declaration of intent 
with a court ruling pursuant to Paragraph 118j(3) of the Securities Law (cited in 
paragraph 7 above), claiming that the circumstances provided for in 
Article 118i of the Securities Law have arisen. 
26 The first question, regarding the applicability of Article 7(1) of Regulation 
No 1215/2012, aims essentially to determine whether the fact that the respondent 
freely assumed the obligation to make a mandatory takeover bid to purchase 
shares in lieu of the issuer of the shares (VÚB, a. s.), in a situation where that 
voluntary assumption of the obligation to make a bid preceded and was a 
condition for the respondent’s subsequent exercise of the right of squeeze-out, 
may at the same time be considered as a voluntary assumption of an obligation 
vis-à-vis the appellant (and possibly also vis-à-vis the other shareholders of 
VÚB, a. s, who did not vote in favour of delisting their shares) to purchase 
shares pursuant to Paragraph 118j of the Securities Law, as claimed by the 
appellant. The condition for the appellant to exercise its right of sell-out under 
Paragraph 118j of the Securities Law is that the circumstances referred to in 
Paragraph 118i(1) arise, namely the circumstances allowing the respondent to 
exercise the right of squeeze-out. The question also aims to determine whether the 
mere fact that the appellant and the respondent were shareholders in the same 
company, and the appellant, as a minority shareholder, demands that the 
respondent, as the majority shareholder, purchase the appellant’s shares in that 
company, and that there is a dispute between the parties as to whether the 
respondent is obliged to purchase those shares under Paragraph 118j(3) of the 
Securities Law, allows the relationship between the appellant and the respondent 
to be considered as a ‘matter relating to a contract’ within the meaning of 
Article 7(1) of Regulation No 1215/2012. 
The second question 
27 In accordance with the case-law of the Court of Justice, the term ‘in matters 
relating to tort, delict or quasi-delict’ within the meaning of Article 7(2) of 
Regulation No 1215/2012 includes any action that seeks to establish the 
respondent’s liability and does not fall within the scope of matters relating to 
a contract within the meaning of Article 7(1)(a) of that regulation, that is to 
say, is not based on a legal obligation freely consented to by one person 
towards another. 
28 If the Court of Justice finds that the legal relationship between the appellant and 
the respondent cannot be considered to be a ‘matter relating to a contract’ within 
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the meaning of Article 7(1) of Regulation No 1215/2012, then, when deciding on 
the jurisdiction of the courts of the Slovak Republic, it is necessary to assess 
whether the appellant’s action to substitute the respondent’s declaration of intent 
with a court ruling may be considered to be an action seeking to establish the 
respondent’s liability. The second question, therefore, aims at determining 
whether the action to substitute the respondent’s declaration of intent (regarding 
the purchase of the appellant’s shares) with a court ruling may be considered to be 
an action to establish ‘liability in tort, delict or quasi-delict’ on the part of the 
respondent in connection with a failure to perform the obligation under 
Paragraph 118j(3) of the Securities Law to accept the appellant’s proposal 
concerning the purchase of shares. 
The third question 
29 Article 24(2) of Regulation No 1215/2012 governs exclusive jurisdiction, which 
takes precedence over both general jurisdiction (Article 4) and special 
jurisdiction (Article 7). 
30 The respondent claims that the appellant no longer owns the shares with 
respect to which the respondent’s declaration of intent is to be substituted as a 
result of exercising the right of squeeze-out under Paragraph 118i of the Securities 
Law (the relevant provisions are cited in paragraphs 4 to 6 above). The appellant, 
on the other hand, challenges the validity or existence of the resolution of the 
general meeting of VÚB, a. s. of 19 April 2021, which approved the transfer of 
the shares of all the other shareholders of VÚB, a. s. to the respondent in 
accordance with Paragraph 118i of the Securities Law. In its pleadings, the 
appellant states that it has brought an action seeking the annulment of the 
aforementioned resolution of the general meeting and at the same time requests 
that the court examine the invalidity/non-existence of the aforementioned 
resolution of the general meeting in the main proceedings as a preliminary issue. 
Pursuant to Paragraph 118i(8) of the Securities Law, the transfer of an issuer’s 
shares (and also the transfer of shares pursuant to a share purchase agreement) is 
subject to entry in the register maintained by the central securities depository. 
31 In the judgment of 7 March 2018, E.ON Czech Holding AG, C-560/16, the Court 
of Justice stated that ‘the essential objective pursued by Article 22(2) of 
Regulation No 44/2001 is that of centralising jurisdiction in order to avoid 
conflicting judgments being given as regards the existence of a company or as 
regards the validity of the decisions of its organs (judgment of 2 October 2008, 
Hassett and Doherty, C-372/07, EU:C:2008:534, paragraph 20)’, and stated that 
‘in the present case, while it is true that, under Czech law, proceedings such as 
those at issue in the main proceedings may not lead formally to a decision 
which has the effect of invalidating a resolution of the general assembly of a 
company concerning the compulsory transfer of the minority shareholders’ shares 
in that company to the majority shareholder, the fact nonetheless remains that, in 
accordance with the requirements of the autonomous interpretation and uniform 
application of the provisions of Regulation No 44/2001, the scope of Article 22(2) 
TERVE PRODUCTION 
 
13 
thereof cannot depend on the choices made in national law by Member States 
or vary depending on them’. The Court of Justice referred in that judgment to a 
number of factors which indicated a close connection with the courts of the 
country in which the issuer of the shares had its registered office, and which 
are similarly present in the main proceedings. 
32 The primary subject of the main proceedings is substitution of the respondent’s 
declaration of intent with a court ruling. At the same time, the exercise of the 
respondent’s right of squeeze-out (pursuant to Paragraph 118i(6) of the Securities 
Law, cited in paragraph 5 above) was approved by the general meeting of VÚB, 
a. s. in its resolution dated 19 April 2021, and was entered in the Obchodný 
register Slovenskej republiky (‘commercial register of the Slovak Republic’). 
Based on the entry in the commercial register of the Slovak Republic, the 
transfer of shares is subsequently entered (pursuant to Paragraph 118i(6) of the 
Securities Law) in the statutory securities register, namely the central 
securities depository. As indicated above, in its pleadings, the appellant alleges 
the invalidity or non-existence of the aforementioned resolution of the general 
meeting of VÚB, a. s. dated 19 April 2021, and with respect to the ensuing 
jurisdictional dispute it states that the courts of the Slovak Republic have, under 
Article 24 of Regulation No 1215/2012, exclusive jurisdiction to rule on the 
invalidity of decisions of commercial company organs, albeit in this case only as 
a preliminary issue. Therefore, the third question is intended to determine 
whether the fact that Regulation No 1215/2012 establishes exclusive jurisdiction 
with respect to the issue of the invalidity/non-existence of the resolution of the 
general meeting may be decisive in assessing the jurisdiction of the courts, or 
whether that circumstance must be considered as ancillary, constituting neither 
the sole, nor even the principal, subject of the analysis (as in BVG, C-144/10, 
paragraph 38), and the decisive factor in establishing jurisdiction under 
Regulation No 1215/2012 is the main subject of the proceedings as stated in the 
action, that is to say, the substitution of the respondent’s declaration of intent with 
a court ruling. 
33 […] [stay of proceedings] 
34 […] [vote of the adjudicating panel] 
[…] [rights of appeal] 
Bratislava, 29 October 2024 
JUDr. Andrea Moravčíková, PhD. 
presiding judge 
JUDr. Ivana Nemčeková 
member of the adjudicating panel 
REQUEST FOR A PRELIMINARY RULING OF 29. 10. 2024 – CASE C-791/24 
 
14  
JUDr. Lenka Praženková 
member of the adjudicating panel 
[…] [name and surname of the clerk]