Effects of Sanctions Imposed on Russia Regarding Shareholder Rights

Jun 11, 2026 Benn-Ibler Rechtsanwälte

In the case at hand, the Austrian Supreme Court (Oberster Gerichtshof, hereinafter OGH) is applying essential provisions established by the European Court of Justice pertaining to the 2014 EU Sanctions Regulation.

The claimant, a Russian company and shareholder of the defendant European Company (Societas, Europaea, hereinafter SE) in Austria, is controlled by an individual subject to EU Sanctions Regulation 2014 (Regulation (EU) No 269/2014), which addresses actions threatening Ukraine’s sovereignty.

The company was prohibited from participating in the defendant SE’s general meeting held on 24 June 2022, citing that its shareholder rights were frozen under applicable sanctions. As a result, the shareholder initiated legal proceedings to annul several resolutions passed at the meeting, including those relating to capital measures, the discharge of the management board, and the determination and election of supervisory board members.

To address matters related to EU law, the OGH submitted a request for a preliminary ruling (OGH 6 Ob 69/24a) to the CJEU on 18 February 2025. The court sought authoritative interpretation from the CJEU concerning the Sanctions Regulation, focusing particularly on the scope of the suspension of shareholders’ rights. This referral specifically raised the issue of whether a sanctioned shareholder may participate in a general meeting, and whether the suspension of their voting rights applies broadly or is limited to certain resolutions.

Prior to the resolution of the Austrian request for a preliminary ruling, the CJEU addressed comparable legal questions in the case of SBK Art Limited (Judgment of 12 March 2026, C-465/24) following a reference from the Dutch Supreme Court. The CJEU clarified that sanctioned shareholders are “categorically and without further conditions” excluded from participating in shareholders’ meetings and from exercising their voting rights.

The OGH determined that the questions it had previously submitted were already resolved, leading to the withdrawal of its request for a preliminary ruling and the continuation of proceedings concerning the action to set aside the resolution. In its judgment, the OGH dismissed the action. The Court found that excluding the shareholder from the general meeting and voting process was lawful, as her participation rights had been suspended as a result of the sanctions.

Nonetheless, the OGH further affirmed that the suspension of shareholder rights does not impede the right to initiate legal proceedings challenging a resolution. Accordingly, although the sanctioned company was permitted to file such an action, it was ultimately unsuccessful in its claim.

OGH 6 Ob 60/26f (22 April 2026)