Part II

Simona GHERGHINA, Limitations to the Acquisition of Special Rights by the State as Shareholder in a Project Company
The acquisition by the public partner of a minority stake in a project company within a public-private partnership requires consideration of both the limitations applicable under the national law and those specific to the EU law. This contribution builds on the relevant jurisprudence of the European Court of Justice and emphasises the limitations applicable to such acquisition. In exercising any special rights corresponding to a minority shareholding in a company having in majority private capital, the state must undertake objective, precise and stable criteria, that are announced upon the acquisition of the special rights. Such criteria for the exercise of the special rights should allow for both the adoption of the decisions that are necessary for the protection of the indicated national interest and an effective control by the courts of law of the proportionality of the decisions made by the state as result of the exercise of such rights compared to the public interest that is protected.

Key-words: project company, free movement of capital, golden share, special rights, minority shareholder

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