Case C-546/18: Judgment of the Court (Fourth Chamber) of 9 September 2021 (request for a preliminary ruling from the Bundesverwaltungsgericht — Austria) — FN, GM, Adler Real Estate AG, HL, Petrus Advisers LLP v Übernahmekommission (Reference for a preliminary ruling — Company law — Takeover bids — Directive 2004/25/EC — Article 5 — Mandatory bid — Article 4 — Supervisory authority — Definitive decision establishing an infringement of the obligation to submit a takeover bid — Binding effect of that decision in the context of subsequent administrative-penalty proceedings conducted by the same authority — Principle of the effectiveness of EU law — General principles of EU law — Rights of the defence — Charter of Fundamental Rights of the European Union — Articles 47 and 48 — Right to silence — Presumption of innocence — Access to an independent and impartial tribunal)
Date: 2021-09-09
Institutions: Court of Justice
Subjects: access to the courts, administrative sanction, company law, general legal principle, infringement of EU law, right to justice, rights of the defence, supervisory body, takeover bid








C_2021462EN.01000601.xml










15.11.2021   


EN


Official Journal of the European Union


C 462/6






Judgment of the Court (Fourth Chamber) of 9 September 2021 (request for a preliminary ruling from the Bundesverwaltungsgericht — Austria) — FN, GM, Adler Real Estate AG, HL, Petrus Advisers LLP v Übernahmekommission
(Case C-546/18) (1)

(Reference for a preliminary ruling - Company law - Takeover bids - Directive 2004/25/EC - Article 5 - Mandatory bid - Article 4 - Supervisory authority - Definitive decision establishing an infringement of the obligation to submit a takeover bid - Binding effect of that decision in the context of subsequent administrative-penalty proceedings conducted by the same authority - Principle of the effectiveness of EU law - General principles of EU law - Rights of the defence - Charter of Fundamental Rights of the European Union - Articles 47 and 48 - Right to silence - Presumption of innocence - Access to an independent and impartial tribunal)
(2021/C 462/03)
Language of the case: German

Referring court

Bundesverwaltungsgericht

Parties to the main proceedings


Applicants: FN, GM, Adler Real Estate AG, HL, Petrus Advisers LLP

Defendant: Übernahmekommission

Operative part of the judgment

Articles 4 and 17 of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids, as amended by Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014, read in the light of the rights of the defence guaranteed by EU law, in particular of the right to a hearing, and of Articles 47 and 48 of the Charter of Fundamental Rights of the European Union, must be interpreted as precluding a practice of a Member State whereby a decision by means of which a breach of that directive was established and which has become definitive has a binding effect in subsequent proceedings for the imposition of a penalty for an administrative offence owing to an infringement of the provisions of Directive 2004/25/EC, in so far as the parties concerned by those proceedings were not able, during the earlier proceedings in which that breach was established, fully to exercise the rights of the defence, in particular the right to a hearing, or to assert the right to silence or to benefit from a presumption of innocence in respect of the facts that will subsequently be used in support of the accusation, or are not able to benefit from the right to an effective remedy against such a decision before a court having jurisdiction to resolve questions of fact and of law.


(1)  OJ C 427, 26.11.2018.