International Jurisdiction over Squeeze-Outs and Sell-Outs: The CJEU’s First Foray into Market Operations

This post was contributed by Dr. Augustin Gridel, who is associate professor at the Faculty of law of Nancy, University of Lorraine, France.

On 4 June 2026, in Terve v Intesa (C-791/24), the Court of Justice ruled for the first time on the allocation of jurisdiction under the Brussels I bis Regulation in the field of securities market operations. On a reference from the Slovak Supreme Court, it had to decide which court may hear a challenge to a squeeze-out and sell-out following a takeover bid: the court of the defendant’s domicile, the forum contractus, or the exclusive forum of the company’s seat under Article 24(2). The answer it gives is not univocal – and, this post argues, ultimately unconvincing.

The facts

A Luxembourg majority shareholder and a Slovak minority shareholder disputed the terms on which the latter’s shares – listed on a Slovak market, issued by a Slovak company that had decided to delist – were transferred. Under the Slovak Securities Act (transposing Articles 15 and 16 of the Takeover Directive), the delisting triggered a mandatory bid, which the majority shareholder launched in the issuer’s stead, with a choice-of-court clause for the Slovak courts. It then exercised its squeeze-out right (the 95% threshold being met), ratified by a resolution of the issuer’s general meeting. The minority shareholder, for its part, tried to exercise its sell-out right, which the majority shareholder never honoured. Litigation has been stalled on jurisdiction since August 2021 – sharpened by the paradox that the claimant complains of a forced sale that did not happen, when its shares had already been compulsorily acquired, the real stake being the price differential.

The holding

The Court makes jurisdiction turn on the object of the claim. Insofar as the claim concerns the sell-out, it ties the squeeze-out and sell-out to the takeover bid that precedes them and characterises the action as contractual under Article 7(1), locating performance in Slovakia. But insofar as resolution of the dispute depends on the validity of the general meeting’s resolution that effected the transfer, that question lies at the centre of the dispute and falls within the exclusive jurisdiction of the company’s seat under Article 24(2), in line with E.ON Czech Holding (C-560/16).

The critique

Both characterisations are found wanting. The contractual analysis is an oxymoron: there was never a contract between the two shareholders (the bid having been refused), and a squeeze-out is a coercive statutory mechanism – closer, in substance, to expropriation for private benefit than to a freely assumed obligation (Jakob Handte). The action is founded not on the articles of association nor company law but on the Slovak Securities Act, which would have led naturally to a tort characterisation along Wikingerhof lines; the contractual route, moreover, yields an unpredictable place of performance (acceptance, share location, or the bid’s own forum clause do not necessarily point to the Slovakian forum). The corporate characterisation, while resting on a sound reading of the narrow scope of Article 24(2) (Hassett and Doherty, BVG), misfires here: the contested corporate decision is not a preliminary question but a consequence of the claim, and its validity must be assessed under securities-market law, not company law – a body of rules that does not coincide with the lex or forum societatis. Furthermore, national company law does not always require a corporate decision to transfer the shares, making the concentration of those type of claims at the forum societatis contingent.

The post’s thesis is that the orthodox and more economical path, as the referring court itself suggested, was the forum damni under Article 7(2): the squeeze-out and sell-out are instruments for policing the financial market, so the harm – the minority investor’s inability to use the sell-out – is located at the place of listing, conferring jurisdiction on the court of the market whose legislation is in play. That solution avoids the forum actoris, aligns jurisdiction with the applicable law, and by analogy would allow the concentration before a single court of all private litigation over market operations (takeover bids, squeeze-outs, short selling, market abuse). The judgment squanders that opportunity, scattering such disputes between the company’s seat and the forum contractus according to how the claim happens to be framed and which national law is applicable. The Brussels I bis reform might be the opportunity to put some order in international disputes related to financial markets.