Siemens AG v Henry Nold. [1996] EUECJ C-42/95 (19 November 1996)

Siemens AG v Henry Nold. [1996] EUECJ C-42/95 (19 November 1996)

The Second Council Directive 77/91/EEC, in particular Article 29(1) and (4), does not preclude Member States from granting pre-emption rights to shareholders in the event of capital increases by consideration in kind or from subjecting the withdrawal of such rights to substantive review as established by national law.

Source-derived case information.

Citation
[1996] EUECJ C-42/95
Parties
Applicant: Siemens AG; Respondent: Mr Nold
Jurisdiction
European Union
Judgment Date
19 November 1996
Procedural Posture
Preliminary Ruling / Reference From National Court (bundesgerichtshof)
Outcome
Preliminary ruling issued; Second Directive does not preclude national law as described.
Legal Topics
Shareholders' Rights, Pre Emption Rights, Capital Increase, Second Council Directive 77/91/eec, Substantive Review of Corporate Resolutions
Company Law European Union Law Shareholders' Rights Pre Emption Rights Capital Increase Second Council Directive 77/91/eec Substantive Review of Corporate Resolutions

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Parties

Siemens AG

Applicant

Mr Nold

Respondent

Procedural Posture

Preliminary Ruling / Reference From National Court (bundesgerichtshof)

Legal Issues

  1. 1 Whether Article 29(1) and (4) of Second Council Directive 77/91/EEC precludes Member States from granting pre-emption rights to shareholders in capital increases by consideration in kind and from subjecting withdrawal of such rights to substantive review

Ratio Decidendi

The Second Council Directive 77/91/EEC, in particular Article 29(1) and (4), does not preclude Member States from granting pre-emption rights to shareholders in the event of capital increases by consideration in kind or from subjecting the withdrawal of such rights to substantive review as established by national law.

Court Disposition

Preliminary ruling issued; Second Directive does not preclude national law as described.

Orders

  • The Second Council Directive (77/91/EEC), in particular Article 29(1) and (4), does not preclude a Member State's domestic law from granting a right of pre-emption to shareholders in the event of an increase in capital by consideration in kind and from subjecting the legality of a decision withdrawing that right of...