Judgment of the Court (Third Chamber) of 5 May 2022 (request for a preliminary ruling from the Audiencia Provincial de La Coruña – Spain) – Banco Santander, SA v J.A.C., M.C.P.R
(Case C-410/20) 1
(Request for a preliminary ruling – Directive 2014/59/EU – Resolution of credit institutions and investment firms – General principles – Article 34(1) – Bail-in – Effects – Article 53(1) and (3) – Write-down of capital instruments – Article 60(2), first subparagraph, (b) and (c) – Articles 73 to 75 – Protection of shareholders’ and creditors’ rights – Directive 2003/71/EC – Prospectus to be published when securities are offered to the public or admitted to trading – Article 6 – Incorrect information in the prospectus – Action for damages brought after a resolution decision – Action for a declaration of nullity of a share purchase contract brought against the universal successor of the credit institution subject to the resolution decision)
Language of the case: Spanish
Referring court
Audiencia Provincial de La Coruña
Parties to the main proceedings
Applicant: Banco Santander, SA
Defendants: J.A.C., M.C.P.R
Operative part of the judgment
The combined provisions of Article 34(1)(a), Article 53(1) and (3), and Article 60(2), first subparagraph, (b) and (c) of Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directive 82/891/EEC and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU and Regulations (EU) No 1093/2010 and (EU) No 648/2012, of the European Parliament and of the Council, must be interpreted as precluding, following a total write-down of shares in the capital stock of a credit institution or investment firm subject to a resolution procedure, persons having acquired shares, in the context of a public offer to subscribe issued by that institution or firm, before the opening of such a resolution procedure, from bringing, against that institution or firm or its successor entity, an action for damages on the basis of the information provided in the prospectus, as provided for in 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, or an action for a declaration of nullity of the purchase contract for such shares, which, given its retroactive effect, results in the restitution of the value of said shares, plus interest from the date of conclusion of the contract.
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1 OJ C 423, 7.12.2020.