HTB Neunte Immobilien Portfolio geschlossene Investment UG & Co. KG – CJEU Judgment (Germany, 2024)

In the main proceedings, the applicants are investment companies which hold shares indirectly through a trust company in investment funds. The applicants request the defendants, which are trust companies, to disclose the names and addresses of all their partners with indirect shareholdings in the investment funds concerned. The defendants object to such a disclosure, arguing that there are clauses prohibiting disclosure of those data to other shareholders. Moreover, they think that the only reason for which the applicants want to access this data is because they want to promote their own investment products. This matter was brought before the Local Court of Munich (Amtsgericht München – AG München). According to this Court, the case law of the Federal Court of Justice (Bundesgerichtshof – BGH) and of the Higher Regional Court of Munich (Oberlandesgericht München – OLG München) obliges the defendants to share the data, except from the case when there is an abuse of rights. However, the AG München is uncertain as to the compatibility of this case law with the GDPR and, therefore, stayed the proceedings and referred the matter to the CJEU for a preliminary ruling. In short, the Court asked the CJEU if Article 6(1)(b) and 6(1)(f) GDPR must be interpreted in the sense that a processing of personal data, consisting in disclosing the identity of all the partners with indirect shareholdings in a fund irrespective of the size of their shareholding in the capital of those funds, for the purpose of contacting them and negotiating the purchase of their shares or to coordinate with them, can be either * regarded as necessary for the performance of a contract to which the data subjects are parties, or * for the purposes of legitimate interests pursued by the controller or by a third party. First, since the referring court made a reference to an obligation stemming from national case law, the CJEU considered necessary to reformulate the questions referred as extending to the in