CEDH · CASELAW;DECISIONS;DECCOMMISSION;ENG — 2 juillet 1992

.sDD6737AE { font-size:11pt } .s211D6B00 { margin-top:0pt; margin-bottom:0pt; line-height:normal; widows:0; orphans:0; font-size:8.5pt } .sBB9EE52A { font-family:Arial }                        AS TO THE ADMISSIBILITY OF                         Application No. 14017/88                       by Claes-Göran FRIDH and CIFOND AKTIEBOLAG                       against Sweden           The European Commission of Human Rights sitting in private on 2 July 1992, the following members being present:              MM.    C.A. NØRGAARD, President                  S. TRECHSEL                  F. ERMACORA                  E. BUSUTTIL                  G. JÖRUNDSSON                  A.S. GÖZÜBÜYÜK                  A. WEITZEL                  J.-C. SOYER                  H. DANELIUS            Mrs.   G. H. THUNE            Sir    Basil HALL            Mr.    C.L. ROZAKIS            Mrs.   J. LIDDY            MM.    J.-C. GEUS                  M.P. PELLONPÄÄ                  B. MARXER              Mr.    H.C. KRÜGER, Secretary to the Commission         Having regard to Article 25 of the Convention for the Protection of Human Rights and Fundamental Freedoms;         Having regard to the application introduced on 4 May 1988 by Claes-Göran FRIDH and CIFOND AKTIEBOLAG against Sweden and registered on 11 July 1988 under file No. 14017/88;         Having regard to the report provided for in Rule 47 of the Rules of Procedure of the Commission;         Having regard to the written observations submitted by the respondent Government on 28 February 1990 and the observations in reply submitted by the applicants on 2 May 1990 as well as the submissions of the parties at the hearing held on 2 July 1992;         Having deliberated;         Decides as follows: THE FACTS         The facts of the case, as submitted by the parties, may be summarised as follows.         The first applicant is a Swedish citizen, born in 1955 and resident in Stockholm.   The second applicant is a limited liability company with its seat in Stockholm. They are represented by Mr. Thomas Tendorf, a lawyer practising in Stockholm.   A. Particular circumstances of the case         At the origin of the present application is a decision, in November 1987, to revoke from the professional stockbroker company Civic Fondkommission Aktiebolag (Civic) its licences to deal in shares and to keep shares in trust.         Civic was founded in 1982 by three stockbrokers.   One of them was the first applicant, who became managing director of the company and member of the Board of Directors. At that time he owned 8% of the shares in Civic.         On 25 March 1982 the Bank Inspection Board (bankinspektionen - hereinafter "the Board") granted Civic a permit to deal in shares under the 1979 Stockbrokers Act (fondkommissionslagen 1979:748 - "the 1979 Act") and on 5 April 1982 the company became a member of the Stockholm Stock Exchange (Stockholms fondbörs). On 15 April 1982 the Government furthermore authorised the company to keep shares in trust in accordance with Section 16, Sub-Section 1, of the 1970 Act on Simplified Handling of Shares (lagen 1970:596 om förenklad aktiehantering - "the 1970 Act"). The authorisation was granted on the condition inter alia that Civic always should keep, in its deposit, a number of shares corresponding to the number of shares registered as its managed shares.         In 1986 Civic's activities had expanded considerably and further expansion was being planned. A new parent company, Civic Holding, was accordingly founded in 1986. The first applicant became the managing director of that company and ceased being managing director of Civic. Civic Holding obtained all of Civic's shares which it held in trust and Civic's shareholders received, for their shares, shares in Civic Holding. Civic became a wholly owned subsidiary of Civic Holding which also had a number of other subsidiaries dealing with financial matters, real estate, insurance, etc.         The number of shares in Civic Holding was at all relevant times 1.800.000, divided into 600.000 so-called A shares, having 1.000 votes each, and 1.200.000 so-called B shares, having 100 votes each, a total of 720.000.000 votes. The shares were divided between 64 owners by 25 August 1987. At the hearing before the Commission the first applicant submitted that at the time of the revocation decision (see below) he owned 578.320 shares, either in his personal capacity or through a company wholly owned by him. These shares were divided as follows:   1)     106.000 B shares registered in the name of Affärsstrategerna i       Sverige, representing 10.600.000 votes;   2)     247.300 B shares registered in the name of the first applicant       personally, representing 24.730.000 votes;     3)     225.020 A shares registered in the name of the first applicant       personally, representing 225.020.000 votes.         These shares represented 260.350.000 votes which was equivalent to 36.2% of the total voting power in Civic Holding.         During the period 3 November 1983 to 17 June 1987 the Board carried out three inspections of Civic's activities.   The inspections, so the applicants submit, resulted in some oral remarks from the Board which led Civic to take certain measures, described by Civic as "of minor importance", to comply.         On 8 and 9 October 1987 a further inspection was made, whereby the Board discovered a number of shortcomings in the activities of Civic, which it considered grave. On 12 October 1987 a memorandum containing the Board's observations following the inspection was forwarded to Civic for comments within two days. This time limit was subsequently extended by seven days.         Civic submitted certain observations on 14 October 1987 and its managers met with the Board on 15 October 1987 in order to discuss the matter. Later the same day the Board held a meeting at which it laid down certain general guidelines, the contents of which were not recorded, regarding the decision to be taken by the Board's Director- General as soon as Civic had submitted its further written observations. These observations were submitted on 21 October 1987 and 2 November 1987.         On 2 November 1987 the Director-General decided, on behalf of the Board, to revoke, with immediate effect, both Civic's licence to deal in shares and its authorisation to keep shares in trust. As a consequence, Civic could as of that date no longer be a member of the Stock Exchange.         In the 13-page decision the Board concluded inter alia that Civic had not properly held its shares separate from its clients' shares, contrary to Chapter 2, Section 10, of the 1914 Act on Commissions, Commerce Agencies and Representations (lagen (1914:45) om kommission, handelsagentur och handelsresande), it had also in its own name sold shares which had only been deposited with it by clients (blankning) in violation of Section 23 of the 1979 Act and had thereby also violated certain regulations issued by the Board in a circular letter in 1983 as well as the conditions set by the Government when granting the authorisation of 15 April 1982. Furthermore, the Board found that the inspection of Civic's activities had disclosed a number of violations of Sections 13 and 21 of the 1979 Act in the form of irregularities with regard to the trading of shares and index options and also with regard to certain other financial transactions. The Board considered that the shortcomings observed were of such a grave nature that it would not be possible successfully to reconstruct the company.         The decision was announced to the Board on 19 November 1987. The Board was informed of the contents of Civic's observations which had been the basis for the Director-General's decision on its behalf. The Board had no objections to the decision or to the way the case had been dealt with.   In a memorandum of 26 November 1987 it underlined that the decision expressed the unanimous opinion of its members.           Civic appealed against the decision to the Government requesting, on the one hand, that the Government should set aside the Board's decision as it had not been taken in accordance with the law and, on the other hand, that the decision should be revoked, as the company had taken adequate remedial action. Civic also asked the Government to postpone the entry into force of the revocation decision until the Government had examined the matter. This last request was rejected by the Government on 19 November 1987.         The Board submitted its written observations to the Government on 11, 17 and 26 November 1987 and Civic submitted further observations on 20, 23 and 30 November 1987.         On 10 December 1987 the Government rejected Civic's appeal on the merits.         It pointed out that a decision to revoke a licence to deal in shares should,   according to Section 8 of the 1979 Ordinance with Instructions for the Board (förordning 1979:740 med instruktion för bankinspektionen), be taken by the Board if the measure could be considered to be of particular importance for those concerned. According to Section 9 of the Ordinance an urgent matter could, in certain circumstances, be decided by the Director-General and four members of the Board.   If this procedure would not be appropriate the Director-General could in certain cases take a decision in the presence of the responsible staff member but such a decision should be announced at the next meeting of the Board.   The Ordinance did not otherwise permit the Board to delegate to the Director-General its competence to decide. The Government held that, having regard inter alia to the considerable economic interests affected by the decision and its importance to Civic's employees, it ought to have been taken by the Board.   However, as the Board had laid down general guidelines for the decision and had stated on 26 November 1987 that the decision expressed its   unanimous opinion, the Government did not find it necessary to annul the decision and remit the matter to the Board for a new decision.         The Government went on to examine the merits of the decision appealed against. They observed that Civic had seriously neglected the regulations governing its activities. They found it established that, although Civic had taken certain measures to remedy the unsatisfactory state of affairs, the company had proved itself unfit to deal in shares and to keep shares in trust. The Government found that a written warning would not suffice and decided to uphold the Board's decision.         Following the revocation, Civic submitted a complaint to the Parliamentary Ombudsman (justitieombudsmannen). In a decision of 22 February 1988 the Ombudsman criticised the Board for giving Civic, initially, only two days to file a reply to the Board's memorandum of 12 October 1987.   Moreover, he found that the Board's transfer to the Director-General of its competence to decide the matter violated the 1979 Ordinance, considering the importance of the matter to Civic and its employees.   The Ombudsman also noted that the Government, in their decision of 10 December 1987, had considered whether the Board ought to have given Civic a written warning in accordance with Section 31 of the 1979 Act before revoking the licences and whether the decision of the Director-General should have been considered a nullity.   He pointed out, however, that he had no competence to examine the Government's decision in these respects.         As a consequence of the revocation of Civic's licences to deal in shares and to keep shares in trust, the company's activities ceased. As indicated above the parent company, Civic Holding, at that time held 1.800.000 shares in trust, and the applicants submit that the estimated value was approximately 229.000.000 Swedish crowns. However, as Civic Holding no longer owned a subsidiary company with a licence to deal in shares, it saw no other alternative than to try to sell the shares. A company holding licences of the kind Civic had lost offered to buy the shares at 10 crowns per share plus an option in the company, valued, so the applicants submit, at a maximum of 15 crowns. It appears that almost all shareholders, including the first applicant, accepted the offer and they received, in December 1987, a total of 47.700.000 crowns. Accordingly, the applicants submit that Civic Holding's shareholders' total loss was approximately 181.000.000 crowns. From the documents submitted it appears that as from 7 January 1988 the first applicant did not own shares in Civic Holding any longer.         On 4 February 1988 Civic and Civic Holding entered into the following agreement with a company called Hängmattan 8 AB which had been established on 17 September 1987:   (translation)                                  "TRANSFER           Civic and Civic Holding hereby transfer to Hängmattan 8 AB       (556303-4808) whose name will be changed to Cifond Aktiebolag       [the second applicant] the right to damages and/or other       compensation which Civic and/or Civic Holding may have against       the Swedish State or any other body as a result of the revocation       of the licence to deal in shares (fondkommissionstillståndet) and       of the authorisation to keep shares in trust (förvaltare av       aktier) and/or the manner in which any authority concerned has       dealt with this matter.                          Stockholm 4 February 1988     CIVIC FONDKOMMISSION AB           AB CIVIC HOLDING     (signature)      (signature)       (signature)        (signature) Bure Malmström   Hans Herrlin      Gerhard Hällgård   Claes-Göran Fridh"             On 30 March 1988 the Patent and Registration Office (Patent- och registreringsverket) recorded that Hängmattan 8 had changed its name to Cifond AB (the second applicant) the registered purpose of which was to bring proceedings, nationally or internationally, against the Swedish State in order to obtain for Civic Holding's shareholders compensation for the revocation of Civic's licences.       B. Relevant domestic law and practice         Professional stockbroking in Sweden was governed at the relevant time the 1979 Act and the 1970 Act and the 1970 Ordinance on Simplified Handling of Shares (förordningen 1970:600 om förenklad aktiehantering - "the 1970 Ordinance"). As of 1 July 1987 the 1970 Act and the 1970 Ordinance were replaced by the 1987 Act on Simplified Handling of Shares (lagen 1987:623 om förenklad aktiehantering - "the 1987 Act").   a. Professional Stockbroking and the Bank Inspection Board         According to the 1979 Act, Section 3, everyone who wishes to deal professionally in shares must have the permission of the Board, which is a specialised organ supervising banks and professional stockbrokers. Such a licence may be granted only to Swedish limited liability companies and to Swedish banks that meet the requirements laid down in the Act. These are in particular that the articles of association of the company or the bank must not conflict with the Act or any other statute, that the company or bank must not be unsuitable to conduct the kind of business activity at issue and that the enterprise must not harm the public. In addition the minimum share capital is 500.000 Swedish crowns.         The travaux préparatoires (proposition 1978/79:9, pp. 175-176) to the 1979 Act provide the following background information as to the conditions for granting a licence. The Board shall look into the organisation of the business and the personal suitability of the management and the owners. Before granting a permit the Board must ascertain that the business will be conducted in a correct and judicious manner. The question of whether or not a company or a bank is deemed suitable to conduct the business of dealing professionally in shares is an essential part of the Board's consideration of an application for a licence.         The activities of professional stockbrokers are supervised by the Board (Section 26 of the 1979 Act). The Board shall ensure that the brokers conduct their business in accordance with the 1979 Act and other statutes governing their activities. Furthermore, the Board shall, to the extent needed, supervise their activities in order to make sure that their business is conducted in an acceptable manner, not only from the point of view of capital investment security, but also taking into account the general demand for security and other factors which are important for the sound development of stockbroking (Section 27). In order to make it possible for the Board to fulfil its tasks, the professional stockbrokers have to submit certain documents and reports to the Board. The Board may also collect information through inspections at their offices or in other ways (Section 28).         The Board may revoke a licence in three different cases: first, if the assets of the limited liability company of the professional stockbroker do not correspond to a specified part of the required share capital; secondly, if the stockbroking company or bank infringes the 1979 Act, manifestly sets aside the interests of its clients or in any other way demonstrates that it is no longer suitable to engage in the stockbroking business; and finally, if the brokerage business in some other way proves to be harmful to the general interest (Section 29).         Instead of revoking the licence, the Board may issue a written warning to the professional stockbroker in cases where it considers this sufficient (Section 31).         As regards the background to these rules the above-mentioned travaux préparatoires state the following (pp. 151-152). The investors are entitled to an official supervision of the activities of the professional stockbrokers equivalent to that applied to banks and insurance companies. Accordingly, the regulations proposed correspond to a large extent to those governing the banks. The aim of the supervision is to ensure that the brokers conduct their business in forms that are acceptable from the point of view of capital investment security. The Board shall note phenomena which could negatively influence the brokers' wish and capability to act according to the interests of their customers, e.g. cases where the broker might have interests contrary to those of the clients. The Board should therefore ensure that the brokers observe the 1979 Act and other statutes regulating their activities. It should also supervise the brokers' respect of their own articles of association. In addition, the Board shall ascertain that the management and the owners of the broker are persons who can be expected to conduct the business in a correct and judicious manner.   b. Authorisation to keep shares in trust under the 1987 Act on    Simplified Handling of Shares         According to the 1987 Act, the Government or the special authority entrusted with this task (i.e. the Board) may authorise banks and professional stockbrokers to hold shares in trust for their clients (Section 6, Sub-Section 1). When granting an authorisation the Board may prescribe such conditions as it deems necessary both in relation to the general interest and to the private interests involved. An authorisation may be revoked according to the same Act if the broker does not comply with the conditions issued and if the non-observance is deemed to be important.         The travaux préparatoires (Government Bill 1970:99 - which is also referred to in the Bill proposing the 1987 Act) indicate that a prerequisite for maintaining an authorisation given under the 1970 and 1987 Acts is that the company or the bank is holding a licence under the 1979 Act to deal professionally in shares. Banks and brokers have furthermore to have satisfactory bookkeeping concerning the deposited shares in order to receive this authorisation. The trustee (förvaltaren) has, for instance, to have complete and reliable information regarding the actual shareholder and his/her stock of shares. If the conditions are seriously infringed, the authorisation may be revoked.   c. Decisions of the Bank Inspection Board         At the relevant time, the competence of the Board was regulated by the 1979 Ordinance. This Ordinance specified that the Board should consist of six members headed by a Director-General.         According to this Ordinance (Section 8, Sub-Section 7) decisions concerning inter alia various licences, should be taken by the Board to the extent that the decision could be deemed to be of special importance for a body under the supervision of the Board. However, the Board could also decide a case through communications between the Director-General and at least four other members of the Board if the matter was of such an urgent nature that there was no time for the Board members to convene (Section 9). If the case could not be handled in this way either, the Director-General was allowed to make decision on his/her own in the presence of the person reporting the case. Such a decision had to be reported to the Board at its following meeting.   d. Appeals to the Government and other remedies         Decisions by the Board under the 1979 and 1987 Acts may be appealed against to the Government as first and final instance (Section 46 of the 1979 Act and Section 10 of the 1987 Act). The proceedings before the Government are not regulated by the Administrative Procedure Act (förvaltningslagen) although the Government will, as a matter of practice, follow, as far as possible, the provisions of this Act. At the relevant time, the Government's decisions could not be appealed to the courts. As from 1 June 1988 a possibility of judicial review of the Government's decisions has been created through the entry into force of the 1988 Act on Judicial Review of certain Administrative Decisions (lag om rättsprövning av vissa förvaltningsbeslut).     COMPLAINTS         The applicants allege a violation of Article 6 para. 1 of the Convention.   They argue that the revocation of Civic's licences to deal in shares and to keep shares in trust was a determination of that company's civil rights.   Since the only right of appeal was to the Government, Civic had no possibility of having the dispute which arose with regard to the revocation of the licences examined by a court.         They also allege a violation of Article 13 of the Convention.         Furthermore, they maintain that the revocation of Civic's licences to deal in shares and to keep shares in trust amounted to a deprivation of property contrary to Article 1 of Protocol No. 1 to the Convention.         Finally, they complain that Civic has been the victim of discrimination as the Board did not treat other cases of failure to comply with the relevant regulations in the same way as Civic's case. The applicants invoke Article 14 of the Convention in conjunction with Article 1 of Protocol No. 1 to the Convention.     PROCEEDINGS BEFORE THE COMMISSION         The application was introduced on 4 May 1988 and registered on 11 July 1988.         On 14 December 1989 the Commission decided to bring the application to the notice of the respondent Government and to invite them to submit written observations on the admissibility and merits of the application.         The Government submitted their observations on 28 February 1990 and the applicants submitted their observations in reply on 2 May 1990.         On 31 March 1992 the Commission decided to hold a hearing on the admissibility and merits of the application.           The hearing took place on 2 July 1992. The parties were represented as follows:         For the Government   -      Mr. Carl Henrik Ehrenkrona, Assistant Under-Secretary, Ministry       for Foreign Affairs, Agent   -      Mr. Göran Haag, Legal Adviser, Ministry of Finance         For the applicants   -      Mr. Thomas Tendorf, lawyer, counsel for the applicants   -      Mr. Claes-Göran Fridh, applicant and representative of Cifond AB.       THE LAW         The applicants complain, under Article 6 para. 1 (Art. 6-1) of the Convention and Article 1 of Protocol No. 1 (P1-1) to the Convention, of the revocation of Civic's licences to deal in shares and to keep shares in trust. These provisions read as follows:         Article 6 para. 1 (Art. 6-1) of the Convention         "In the determination of his civil rights and obligations or of       any criminal charge against him, everyone is entitled to a fair       and public hearing within a reasonable time by an independent and       impartial tribunal established by law.   Judgment shall be       pronounced publicly but the press and public may be excluded from       all or part of the trial in the interest of morals, public order       or national security in a democratic society, where the interests       of juveniles or the protection of the private life of the parties       so require, or to the extent strictly necessary in the opinion       of the court in special circumstances where publicity would       prejudice the interests of justice."           Article 1 of Protocol No. 1 (P1-1) to the Convention         "Every natural or legal person is entitled to the peaceful       enjoyment of his possessions.   No one shall be deprived of his       possessions except in the public interest and subject to the       conditions provided for by law and by the general principles of       international law.         The preceding provisions shall not, however, in any way impair       the right of a State to enforce such laws as it deems necessary       to control the use of property in accordance with the general       interest or to secure the payment of taxes or other contributions       or penalties."         It is clear from Article 25 para. 1 (Art. 25-1) of the Convention that the Commission may receive an application from a person, non- governmental organisation or group of individuals only if such person, non-governmental organisation or group of individuals can claim to be a victim of a violation, by one of the High Contracting Parties, of the rights set forth in the Convention or its Protocols. It is undisputed that the company Civic is not itself a party to the present proceedings, although the licences in question had been issued to this company and the revocation order addressed to it and not to the applicants in the present case. Accordingly the Commission must first examine whether the decision to revoke the licences affected the applicants to such an extent that they can claim to be victims within the meaning of Article 25 para. 1 (Art. 25-1) of the Convention.         As regards the first applicant the Government submit that he could only be a victim if it could be established that he was a majority or controlling shareholder of Civic Holding, Civic's parent company. In this context the Government submit that it would lead very far to permit complaints from applicants who hold shares in companies which in turn own shares in other companies.         The first applicant maintains that his financial involvement in Civic was such that he had an interest in the outcome of the proceedings against Civic sufficient for him to be considered a "victim" within the meaning of Article 25 para. 1 (Art. 25-1) of the Convention.         As a starting-point the Commission recalls that the term "victim" in Article 25 (Art. 25) denotes the person directly affected by the act or omission which is at issue (cf. Eur. Court H.R., Eckle judgment of 15 July 1982, Series A no. 51, p. 30, para. 66). Furthermore, the Commission recalls that it has in several cases considered to what extent shareholders could claim to be victims within the meaning of Article 25 (Art. 25) of the Convention. In two applications, No. 1706/62 (Dec. 4.10.66, Collection 21 p. 33) and No. 10259/83 (Dec. 10.12.84, D.R. 40 p. 170), the Commission held that the applicants who were both presidents of the companies against which measures were taken and who both owned 91% of the shares in the respective companies could claim to be a victim under Article 25 (Art. 25) of the Convention. In application No. 7598/76 (Kaplan v. United Kingdom, Comm. Report 17.7.80, D.R. 21 p. 5, at p. 23) the Commission found that the applicant who was managing director and "controller" of the company and furthermore owned 82% of the shares in a company which owned 99% of the shares of another company which again owned the company in question, could claim to be a victim under Article 25 (Art. 25). In effect the Commission found that the applicants in the above cases were carrying out their own business through the medium of the company and that they had a direct personal interest in the subject-matter of the complaint.         In the case of Yarrow and others (No. 9266/81, Dec. 28.1.83, D.R. 30 p. 155, at p. 185) the Commission held that the applicant shareholders, who did not hold a majority or controlling interest in the company in question, were not directly and personally affected by the measure taken (the nationalisation of a wholly owned subsidiary) even though this measure undoubtedly reduced the value of their shareholdings. It concluded therefore that they could not claim to be victims within the meaning of Article 25 (Art. 25) of the Convention.         The Commission has examined the first applicant's situation in the light of the above case-law. As regards the number of shares owned by him, the Commission recalls that he did not own any shares in Civic but in the parent company Civic Holding and that his shareholding, according to him, amounted to 578.320 shares which corresponded to a total of 260.350.000 votes, or approximately 36.2% of the total votes. The Commission has not found it necessary to establish whether these figures are correct in all respects as, even if they are, it has found that the first applicant cannot claim to be a victim of any violation of his rights under the Convention.   As regards in particular the complaint under Article 6 (Art. 6) of the Convention, the Commission notes that, in contrast to the above-mentioned Kaplan case, the impugned measures were not taken as a result of any evaluation of the first applicant's personal situation. As regards in particular the complaint under Article 1 of Protocol No. 1 (P1-1) to the Convention it is true that the Commission has previously accepted as a victim a shareholder claiming that an attack on his right to influence a company interfered with his property rights (cf. No. 11189/84, Dec. 11.12.86, D.R. 50 p. 121). However, the revocation of Civic's licences did not change the first applicant's situation in this respect. In particular the Commission has not found it established that the applicant was subjected to any legal or other obligation to sell his shares in Civic Holding as a result of the revocation of Civic's licences. There remains, however, the allegation that he was personally affected by the revocation of Civic's licences as his shares dropped in value due to this decision. In the circumstances of the present case, in particular the limited size of the applicant's alleged shareholding, the Commission finds that his situation in this respect was comparable to the situation of the applicant shareholders in the above-mentioned case of Yarrow and others. He cannot therefore, in the Commission's view, himself claim to be a victim within the meaning of Article 25 (Art. 25) of the Convention of the revocation of Civic's licences.         As regards the second applicant the Government maintain that Civic Holding's and Civic's transfer to the second applicant of their possible right to damages does not imply a transfer also of the status of victim. The purpose of the examination under the Convention is not primarily to establish a right to damages, but to establish whether or not the applicant has been a victim of a violation of the Convention in any respect. The Government claim that it would not be consistent with the ideas underlying the Convention to accept that the second applicant's acquisition of the mere right to damages was equivalent to a transfer of the status of victim.         The Government also observe that the second applicant cannot be considered a victim as the company did not pay anything for the rights acquired. Otherwise this would imply that the second applicant was compensated for a damage it had never suffered.         The second applicant maintains in the first place that the sale of the shares in question was a necessity in order to minimise the big losses which resulted from the revocation of Civic's licences. As the buyer was not willing to pay anything for Civic Holding's and Civic's possible right to compensation it was considered just and fair that this right should be transferred to another organ which was capable to pursue and interested in pursuing the interests of the old shareholders. The second applicant considers that it would create an obstacle to the filing of complaints under the Convention if the acquirer of compensation rights in a case such as the present one would not be allowed to participate in the proceedings before the Commission.           The second applicant adds that it is not true that it only stands to gain from the transfer. It has undertaken to pay any compensation received to those persons who were the real victims of the impugned decision, namely the shareholders in Civic Holding, by 1 December 1987.         Having regard to the case-law referred to above the Commission finds that a transfer of the status of victim can only be accepted in special circumstances where special reasons exist (cf. also No. 8261/78, Kofler v. Italy, Comm. Report 9.10.82, D.R. 30 p. 5). The Commission does not find that such reasons exist. The mere fact that the second applicant submits that it is in fact defending the common interests of the real victims, namely the shareholders of Civic Holding, is not sufficient to make the second applicant a victim within the meaning of Article 25 (Art. 25) of the Convention (cf. No. 9939/82, Dec. 4.7.83, D.R. 34 p. 213). In addition, the Commission has not found it established that the real victims, i.e. Civic and possibly its owners, were in fact prevented from lodging themselves the present complaints with the Commission (cf. the above-mentioned Yarrow case, D.R. 30 p. 155, at p. 185).         It follows that, as regards the alleged violations of Article 6 para. 1 (Art. 6-1) of the Convention and Article 1 of Protocol No. 1 (P1-1) to the Convention, neither applicant fulfils the victim requirement set out in Article 25 (Art. 25) of the Convention. Accordingly this part of the application is incompatible, ratione personae, with the provisions of the Convention and must be rejected in accordance with Article 27 para. 2 (Art. 27-2) of the Convention.         At the hearing before the Commission on 2 July 1992, the second applicant alternatively maintained that the real applicants were in fact the old shareholders of Civil Holding and that Cifond only acted as their legal representative. The company also produced affidavits attesting to the correctness of this assertion in respect of some 52% of Civic Holding's old shareholders, representing approximately 62% of the total voting power in the company.         Even assuming that such a majority group of shareholders may be considered as "victim" for the purposes of Article 25 (Art. 25) of the Convention, the Commission cannot in the circumstances of the present case find that this new submission is of such a nature as to give it competence to deal with the merits of the complaints of Civic Holding's shareholders.         The original application to the Commission unequivocally stated that Cifond itself was the victim of the alleged violations of the Convention and of Protocol No. 1. In no way did it appear from the documents submitted to the Commission before the hearing that Cifond was in fact merely acting as a legal representative of Civic Holding's shareholders. These shareholders only put forward their claim to be themselves victims of these alleged violations at the hearing on 2 July 1992, i.e. more than six months after the Government's final decision of 10 December 1987.         Considering that the Commission may not deal with complaints submitted more than six months after the final domestic decision (Article 26 (Art. 26) of the Convention), it follows that the complaints presented by Civic Holding's shareholders at the hearing on 2 July 1992 have to be rejected.         The applicants also invoke Articles 13   (Art. 13) and 14 of the Convention, the latter in conjunction with Article 1 of Protocol No. 1 (Art. 14+P1-1) to the Convention.           Having regard to its above conclusion, however, the Commission finds that no separate issue arises under these provisions.         For these reasons, the Commission, by a majority,         DECLARES THE APPLICATION INADMISSIBLE.          Secretary to the Commission       President of the Commission                  (H.C. KRÜGER)                    (C.A. NØRGAARD)