Case C-627/23, Commune de Schaerbeek and Commune de Linkebeek: Judgment of the Court (Fourth Chamber) of 9 January 2025 (request for a preliminary ruling from the Cour de cassation – Belgium) – Commune de Schaerbeek, Commune de Linkebeek v Holding Communal SA (Reference for a preliminary ruling – Directive 2003/71/EC – Prospectus to be published when securities are offered to the public or admitted to trading – Article 2(1)(a) – Concept of securities – Article 3 – Obligation to publish a prospectus – Securities negotiable on the capital market – Shares in a holding company that may be held only by certain territorial administrative authorities of a Member State – Transfer of shares requiring the approval of the board of directors of the holding company)
Date: 2025-01-09
Institutions: Court of Justice
Subjects: board of directors, disclosure of information, holding company, municipality, negotiable instrument, province, publication, share








C_202501208EN.000101.fmx.xml












Official Journal of the European Union


EN
C series













C/2025/1208


3.3.2025






Judgment of the Court (Fourth Chamber) of 9 January 2025 (request for a preliminary ruling from the Cour de cassation – Belgium) – Commune de Schaerbeek, Commune de Linkebeek v Holding Communal SA


(Case C-627/23,
                (1)
Commune de Schaerbeek and Commune de Linkebeek)

(Reference for a preliminary ruling - Directive 2003/71/EC - Prospectus to be published when securities are offered to the public or admitted to trading - Article 2(1)(a) - Concept of ‘securities’ - Article 3 - Obligation to publish a prospectus - Securities negotiable on the capital market - Shares in a holding company that may be held only by certain territorial administrative authorities of a Member State - Transfer of shares requiring the approval of the board of directors of the holding company)
(C/2025/1208)
Language of the case: French

Referring court

Cour de cassation

Parties to the main proceedings


Applicants: Commune de Schaerbeek, Commune de Linkebeek

Defendant: Holding Communal SA

Operative part of the judgment

Article 2(1)(a) of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC, as amended by Directive 2008/11/EC of the European Parliament and of the Council of 11 March 2008,
must be interpreted as meaning that shares in a company that may be held only by the provinces and municipalities of a Member State and the transfer of which is subject to approval by the board of directors of that company fall within the concept of ‘securities’ within the meaning of Directive 2003/71, as amended by Directive 2008/11, such that an invitation to subscribe to such shares is subject to the obligation of prior publication of a prospectus, laid down in Article 3(1) of Directive 2003/71, as amended by Directive 2008/11, provided that the terms of the offer do not make the negotiability of those shares on the capital market between offerors and potential investors impossible or extremely difficult and that none of the exceptions set out in Article 3(2) and Article 4 of Directive 2003/71, as amended by Directive 2008/11, applies.


(1)  OJ C C/2024/711.


ELI: http://data.europa.eu/eli/C/2025/1208/oj
ISSN 1977-091X (electronic edition)