OGH 6 Ob 60/26f | 22.04.2026

A Russian company controlled by a sanctioned individual was excluded from the general meeting of a Societas Europaea (incorporated in Austria). The company subsequently appealed the resolutions passed at the general meeting before the courts. The Austrian Supreme Court (OGH) has now dismissed the claim.

The decision was based on a judgment of the Court of Justice of the European Union (CJEU) issued shortly beforehand on 12 March 2026 in Case C-465/24. The CJEU held that sanctioned shareholders are to be excluded entirely from participating in shareholder meetings and from exercising voting rights. This exclusion applies categorically and without regard to the subject matter of individual resolutions. The right to appeal resolutions before the courts, however, remains unaffected.

In practise, this means that boards of directors and managing directors would be well advised to review the relevant sanctions lists prior to every shareholder meeting.