Case C-106/22, Xella Magyarország: Judgment of the Court (Second Chamber) of 13 July 2023 (request for a preliminary ruling from the Fővárosi Törvényszék — Hungary) — Xella Magyarország Építőanyagipari Kft. v Innovációs és Technológiai Miniszter (Reference for a preliminary ruling — Free movement of capital — Freedom of establishment — Regulation (EU) 2019/452 — Legislation of a Member State establishing a mechanism for filtering foreign investment in resident companies considered to be ‘strategic’ — Decision adopted on the basis of that legislation, prohibiting the acquisition by a resident company of all the shares of another resident company — Acquired company considered to be ‘strategic’ on the ground that its primary activity concerns the extraction of certain raw materials such as gravel, sand and clay — Acquiring company considered to be a ‘foreign investor’ on the ground that it forms part of a group of companies whose ultimate parent company is established in a third country — Harm or risk of harm to a national interest, public security or public order of the Member State — Objective intended to ensure the security of supply of raw materials to the construction sector, in particular at the local level)
Date: 2023-07-13
Institutions: Court of Justice
Subjects: building industry, coronavirus disease, direct investment, economic concentration, epidemic, foreign investment, free movement of capital, investment company, merger control, security of supply, state of emergency








C_2023321EN.01001101.xml










11.9.2023   


EN


Official Journal of the European Union


C 321/11






Judgment of the Court (Second Chamber) of 13 July 2023 (request for a preliminary ruling from the Fővárosi Törvényszék — Hungary) — Xella Magyarország Építőanyagipari Kft. v Innovációs és Technológiai Miniszter
(Case C-106/22, (1) Xella Magyarország)
(Reference for a preliminary ruling - Free movement of capital - Freedom of establishment - Regulation (EU) 2019/452 - Legislation of a Member State establishing a mechanism for filtering foreign investment in resident companies considered to be ‘strategic’ - Decision adopted on the basis of that legislation, prohibiting the acquisition by a resident company of all the shares of another resident company - Acquired company considered to be ‘strategic’ on the ground that its primary activity concerns the extraction of certain raw materials such as gravel, sand and clay - Acquiring company considered to be a ‘foreign investor’ on the ground that it forms part of a group of companies whose ultimate parent company is established in a third country - Harm or risk of harm to a national interest, public security or public order of the Member State - Objective intended to ensure the security of supply of raw materials to the construction sector, in particular at the local level)
(2023/C 321/12)
Language of the case: Hungarian

Referring court

Fővárosi Törvényszék

Parties to the main proceedings


Applicant: Xella Magyarország Építőanyagipari Kft.

Defendant: Innovációs és Technológiai Miniszter

Intervening party:
            ‘JANES ÉS Társa’ Szállítmányozó, Kereskedelmi és Vendéglátó Kft

Operative part of the judgment

The provisions of the TFEU on freedom of establishment
must be interpreted as precluding a foreign investment filtering mechanism provided for by the legislation of a Member State by means of which a resident company which is a member of a group of companies established in several Member States, over which an undertaking of a third country has decisive influence, may be prohibited from acquiring ownership of another resident company regarded as strategic, on the ground that the acquisition harms or risks harming the national interest in ensuring the security of supply to the construction sector, in particular at the local level, with respect to basic raw materials such as gravel, sand and clay.


(1)  
            OJ C 207, 23.5.2022.