Part II

The acquisition by the public partner of a minority stake in a project company within the framework of a public-private partnership requires consideration of both the limitations imposed by national law and those specific to European Union law. This article analyzes the relevant case law of the Court of Justice of the European Union and summarizes the limitations applicable to such an acquisition. In exercising the special rights associated with holding a minority stake in a company with a majority private capital structure, the state must adopt objective, precise, and stable criteria—announced at the time the special rights are acquired—that allow both for the adoption of decisions necessary to protect the designated national interest and for effective judicial review of the proportionality between the decisions taken by the state in exercising these rights and the protected public interest.

Keywords: project company, free movement of capital, golden share, special rights, minority shareholder