Panagis Pafitis and others v Trapeza Kentrikis Ellados A.E. and others. (Freedom of movement for persons) [1996] EUECJ C-441/93 (12 March 1996)

Panagis Pafitis and others v Trapeza Kentrikis Ellados A.E. and others. (Freedom of movement for persons) [1996] EUECJ C-441/93 (12 March 1996)

Article 25 of the Second Council Directive 77/91/EEC precludes national legislation allowing the capital of a bank constituted as a public limited liability company to be increased by administrative measure without a resolution of the general meeting, even in exceptional circumstances. Publication of an offer of subscription in daily newspapers does not satisfy the requirement of written notification to holders of registered shares under Article 29(3) of the Directive.

Citation
[1996] EUECJ C-441/93
Parties
Plaintiffs / Old Shareholders: Panagis Pafitis and others; Defendants / New Shareholders: Trapeza Kentrikis Ellados AE (TKE Bank) and new shareholders
Jurisdiction
European Union
Judgment Date
12 March 1996
Procedural Posture
Preliminary Ruling (reference for Interpretation) / Judgment of the Court of Justice of the European Communities
Outcome
Preliminary ruling issued; national legislation found incompatible with Directive 77/91/EEC.
Legal Topics
Interpretation of Second Council Directive 77/91/eec, Shareholder Rights, Capital Increase Procedures, Bank Reorganization, Pre Emptive Rights, Notification Requirements
European Union Law Company Law Banking Law Interpretation of Second Council Directive 77/91/eec Shareholder Rights Capital Increase Procedures Bank Reorganization Pre Emptive Rights +1 more

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Parties

Panagis Pafitis and others

Plaintiffs / Old Shareholders

Trapeza Kentrikis Ellados AE (TKE Bank) and new shareholders

Defendants / New Shareholders

Procedural Posture

Preliminary Ruling (reference for Interpretation) / Judgment of the Court of Justice of the European Communities

Legal Issues

  1. 1 Does the Second Council Directive 77/91/EEC apply to banks constituted as public limited liability companies?
  2. 2 Does Article 25 of the Directive preclude national legislation allowing capital increases by administrative measure without a general meeting?
  3. 3 Does publication in newspapers satisfy the written notification requirement of Article 29(3) of the Directive?

Ratio Decidendi

Article 25 of the Second Council Directive 77/91/EEC precludes national legislation allowing the capital of a bank constituted as a public limited liability company to be increased by administrative measure without a resolution of the general meeting, even in exceptional circumstances. Publication of an offer of subscription in daily newspapers does not satisfy the requirement of written notification to holders of registered shares under Article 29(3) of the Directive.

Court Disposition

Preliminary ruling issued; national legislation found incompatible with Directive 77/91/EEC.

Orders

  • Article 25 of Directive 77/91/EEC precludes national legislation allowing administrative capital increases without a general meeting.
  • Publication in newspapers does not satisfy the written notification requirement of Article 29(3) of Directive 77/91/EEC.