Language of document :

Judgment of the Court (Fourth Chamber) of 3 June 2021 (Request for a preliminary ruling from the Tribunal Supremo – Spain) – Bankia SA v Unión Mutua Asistencial de Seguros (UMAS)

(Case C-910/19) 1

(Reference for a preliminary ruling – Directive 2003/71/EC – Prospectus when securities are offered to the public or admitted to trading – Article 3(2) – Article 6 – Offer addressed to both retail investors and qualified investors – Content of information given in the prospectus – Action for damages – Retail investors and qualified investors – Awareness of the issuer’s economic situation)

Language of the case: Spanish

Referring court

Tribunal Supremo

Parties to the main proceedings

Applicant: Bankia SA

Defendant: Unión Mutua Asistencial de Seguros (UMAS)

Operative part of the judgment

Article 6 of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC, as amended by Directive 2008/11/EC of the European Parliament and of the Council of 11 March 2008, read in conjunction with Article 3(2)(a) of that directive, as amended by Directive 2008/11, must be interpreted as meaning that, in the event of an offer of shares to the public for subscription which is addressed to both retail investors and qualified investors, an action for damages on the grounds of the information given in the prospectus may be brought not only by retail investors but also by qualified investors;

Article 6(2) of Directive 2003/71, as amended by Directive 2008/11, must be interpreted as not precluding provisions of national law which, in the context of an action for damages brought by a qualified investor on the grounds of the information given in the prospectus, allow, or even require, the court to take account of the fact that that investor was, or ought to have been, aware of the economic situation of the issuer of the offer of shares to the public, on the basis of its relations with that issuer and otherwise than through the prospectus, in so far as those provisions are no less favourable than those governing similar actions under national law and do not, in practice, make it impossible or excessively difficult to bring that action.

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1 OJ C 95, 23.3.2020.