Landmark Supreme Court Ruling On Single Economic Entity Doctrine Regarding Joint Ventures

In a recent judgment, the Austrian Supreme Court found that the concept of the "single economic entity" (wirtschaftliche Einheit) may also apply to jointly controlled undertakings. The judgment entails an interesting discussion on the applicability of the antitrust group privilege in the relationship between a joint venture and its shareholders.

1  Background

The case at hand (OGH 6 Ob 105/19p) originates from a corporate lawsuit stemming from a shareholder resolution. The plaintiff, an Austrian food retail group, holds a 32 % stake in the defendant, an Austrian drugstore undertaking.

Pursuant to the defendant's articles of association, a shareholders' resolution on the annual investment plan requires a qualified majority for investments exceeding a rather moderate threshold, which from an antitrust perspective together with other factors confers joint control. On this basis, the plaintiff made use of its blocking rights for planned investments in 2018.