09 Juin European Court of Justice – june 2026
Reference for a preliminary ruling – Company law – Directive 2004/25/EC – Takeover bid – Article 2(1)(a) – Squeeze-out of holders of securities – Offer made by a person controlling the offeree company – Making of the offer following the acquisition of such control – Lack of voluntary nature of the takeover bid.
ECJ, 13 May 2026, Case C 225/25, Korfin and Sempiola Invest.
Article 2(1)(a) of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids must be interpreted as meaning that an offer made to the holders of the securities of a company with a view to acquiring all or some of those securities does not constitute a voluntary bid falling within the concept of ‘takeover bid’, within the meaning of that provision, where it is made by an offeror who already controls the offeree company.
