C-101/08 Audiolux v Groupe Bruxelles Lambert and Bertelsmann [2009]
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C-101/08 Audiolux SA ea v Groupe Bruxelles Lambert SA (GBL) and Others and Bertelsmann AG and Others [2009] ECR I-9823 is an EU law case concerning equality among shareholders and the general principles of EU law.
Audiolux, a minority shareholder in RTL, contested the validity of a transaction where GBL, the major shareholder in RTL, transferred its shares to Bertelsmann. Audiolux argued that it was not given the opportunity to exchange its shares under the same conditions. In Luxembourg company law, there was no provision granting minority shareholders the right to dispose of their shares under identical conditions in the scenario of a major shareholder transfer. The Luxembourg court sought clarification on whether the equality of shareholders, specifically the protection of minority shareholders referenced in directives, constituted a general principle of EU law.
The Court of Justice ruled that the equality among shareholders is not recognised as a general principle of EU law. The judgment stipulated that for a principle to be considered a general principle of Community law, it must have a 'constitutional status.' Additionally, a principle does not qualify as a general principle if it is characterised by a level of detail requiring legislative drafting and enactment at the community level through secondary community law measures.
The court referred to settled case-law, affirming that the general principle of equal treatment mandates that comparable situations should not be treated differently unless objectively justified. The principle proposed by Audiolux, focused on the protection of minority shareholders, was deemed inadequate to be inferred from the general principle of equal treatment. The court argued that such a principle would necessitate legislative choices, involving a weighing of interests between minority and majority shareholders and the establishment of precise and detailed rules—a process requiring legal certainty in corporate takeovers.
In essence, the judgment clarified that the protection of minority shareholders, while important and referenced in directives, does not rise to the level of a general principle of EU law. The decision emphasised the need for principles to possess a constitutional status and not be overly detailed or requiring specific legislative choices for inclusion as general principles in the EU legal framework.
Audiolux, a minority shareholder in RTL, contested the validity of a transaction where GBL, the major shareholder in RTL, transferred its shares to Bertelsmann. Audiolux argued that it was not given the opportunity to exchange its shares under the same conditions. In Luxembourg company law, there was no provision granting minority shareholders the right to dispose of their shares under identical conditions in the scenario of a major shareholder transfer. The Luxembourg court sought clarification on whether the equality of shareholders, specifically the protection of minority shareholders referenced in directives, constituted a general principle of EU law.
The Court of Justice ruled that the equality among shareholders is not recognised as a general principle of EU law. The judgment stipulated that for a principle to be considered a general principle of Community law, it must have a 'constitutional status.' Additionally, a principle does not qualify as a general principle if it is characterised by a level of detail requiring legislative drafting and enactment at the community level through secondary community law measures.
The court referred to settled case-law, affirming that the general principle of equal treatment mandates that comparable situations should not be treated differently unless objectively justified. The principle proposed by Audiolux, focused on the protection of minority shareholders, was deemed inadequate to be inferred from the general principle of equal treatment. The court argued that such a principle would necessitate legislative choices, involving a weighing of interests between minority and majority shareholders and the establishment of precise and detailed rules—a process requiring legal certainty in corporate takeovers.
In essence, the judgment clarified that the protection of minority shareholders, while important and referenced in directives, does not rise to the level of a general principle of EU law. The decision emphasised the need for principles to possess a constitutional status and not be overly detailed or requiring specific legislative choices for inclusion as general principles in the EU legal framework.
