Court of Justice (Second Chamber) 17 September 2014, C‑441/12 (Almer Beheer BV and Daedalus Holding BV v Van den Dungen Vastgoed BV and Oosterhout II BVBA.)

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In a preliminary ruling requested by the Hoge Raad der Nederlanden (Supreme Court of the Netherlands), the Court of Justice of the European Union (Second Chamber) addressed whether Article 3(1) of Directive 2003/71/EC (the Prospectus Directive) requires publication of a prospectus prior to an enforced sale of securities. The Court held that the obligation to publish a prospectus does not apply to enforced sales of securities, reasoning that such sales—conducted at the behest of an attaching creditor by judicial order solely to satisfy a debt—fall outside the directive's objectives of investor protection and market efficiency, and are fundamentally distinct from voluntary public offers of securities within the meaning of Article 2(1)(d) of the directive. The Court further rejected the argument that excluding enforced sales from the directive's scope constitutes discriminatory treatment, finding that investors in enforced sales are not in a comparable situation to investors in normal public offers.AI