Audiolux Sàrl v Bloomberg LP (Case C-101/08) [2009] ECR I-9...

Facts

• Audiolux Sàrl, a Luxembourg company, was involved in legal proceedings in Luxembourg.
• Bloomberg LP was a minority shareholder in Audiolux.
• Relying on Luxembourg law that allowed inspection of court files, Bloomberg accessed documents containing confidential information related to Audiolux.
• Bloomberg published articles based on this confidential information.
• Audiolux argued this disclosure and publication violated its confidentiality and initiated legal action against Bloomberg.

Issues

1. Whether the freedom of expression, especially under Article 10 of the European Convention on Human Rights, allows publication of confidential company information accessed through legal means.
2. To what extent member states may restrict access to and dissemination of confidential information to protect company interests.
3. Whether restrictions on access to confidential company information by minority shareholders are compatible with EU law principles, including the freedom of establishment and free movement of capital.

Decision

• The European Court of Justice held that restrictions on the freedom of expression must be justified by an overriding requirement in the public interest.
• Member states have discretion to balance business confidentiality against freedom of expression but must ensure any restrictions are proportionate to their objectives.
• The Court recognized that disclosure of confidential company information can harm business interests, especially in competitive markets.
• The judgment did not directly resolve specific minority shareholder rights but indicated that access to information by minority shareholders may be justified if necessary to protect their interests.

Legal Principles

• Freedom of expression under Article 10 ECHR must be balanced with the need to protect confidential business information.
• Restrictions on access to or publication of confidential information must be proportionate to the public interest pursued.
• Minority shareholders may, in certain circumstances, claim access to information necessary to protect their interests, subject to proportionality.
• Existing EU law principles, such as the freedom of establishment and the free movement of capital, are relevant when assessing rights to information and minority shareholder protections.
• Directive 2007/36/EC on shareholder rights encourages engagement and transparency, highlighting the importance of balanced informational access in company law.

Conclusion

The ECJ in Audiolux Sàrl v Bloomberg LP emphasized that restrictions on access to or publication of confidential company information must be proportionate, further highlighting the need to balance company confidentiality with shareholders’ legitimate interests and broader EU law principles in cross-border contexts.