CELEX: 62014CA0483
Language: en
Date: 2016-04-07 00:00:00
Title: Case C-483/14: Judgment of the Court (Third Chamber) of 7 April 2016 (request for a preliminary ruling from the Oberster Gerichtshof — Austria) — KA Finanz AG v Sparkassen Versicherung AG Vienna Insurance Group (Reference for a preliminary ruling — Rome Convention — Applicable law — Cross-border merger — Directive 78/855/EEC — Directive 2005/56/EC — Merger by acquisition — Protection of creditors — Transfer of all the assets and liabilities of the company being acquired to the acquiring company)

13.6.2016   
            
            
               EN
            
            
               Official Journal of the European Union
            
            
               C 211/14
            
         
      Judgment of the Court (Third Chamber) of 7 April 2016 (request for a preliminary ruling from the Oberster Gerichtshof — Austria) — KA Finanz AG v Sparkassen Versicherung AG Vienna Insurance Group
      (Case C-483/14) (1)
      
      ((Reference for a preliminary ruling - Rome Convention - Applicable law - Cross-border merger - Directive 78/855/EEC - Directive 2005/56/EC - Merger by acquisition - Protection of creditors - Transfer of all the assets and liabilities of the company being acquired to the acquiring company))
      (2016/C 211/15)
      Language of the case: German
      
         Referring court
      
      Oberster Gerichtshof
      
         Parties to the main proceedings
      
      
         Applicant: KA Finanz AG
      
         Defendant: Sparkassen Versicherung AG Vienna Insurance Group
      
         Operative part of the judgment
      
      
                  1.
               
               
                  EU law must be interpreted as meaning that:
                  
                              —
                           
                           
                              the law applicable following a cross-border merger by acquisition to the interpretation of a loan contract taken out by the acquired company, such as the contracts at issue in the main proceedings, to the performance of the obligations under the contract and to how those obligations are extinguished is the law which was applicable to the contract before the merger;
                           
                        
                              —
                           
                           
                              the provisions governing the protection of the creditors of the acquired company, in a case such as that at issue in the main proceedings, are those of national law which were applicable to that company.
                           
                        
            
                  2.
               
               
                  Article 15 of Third Council Directive 78/855/EEC of 9 October 1978 based on Article 54(3)(g) of the Treaty concerning mergers of public limited liability companies, as amended by Directive 2009/109/EC of the European Parliament and of the Council of 16 September 2009, must be interpreted as granting rights to holders of securities, other than shares, to which special rights are attached, but not to the issuer of such securities.
               
            
         (1)  OJ C 46, 9.2.2015.