CEDH · CASELAW;DECISIONS;ADMISSIBILITY;ENG — 4 avril 2017

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De Gaetano,   András Sajó,   Nona Tsotsoria,   Egidijus Kūris,   Gabriele Kucsko-Stadlmayer,   Marko Bošnjak, judges, and Marialena Tsirli, Section Registrar, Having regard to the above application lodged on 10 January 2014, Having regard to the observations submitted by the respondent Government and the observations in reply submitted by the applicants, Having deliberated, decides as follows: THE FACTS 1.     A list of the applicants is set out in the appendix. 2.     The Hungarian Government (“the Government”) were represented by their Agent, Mr Z. Tallódi, Ministry of Justice. 3.     The applicants were represented by Mr I. Gárdos, a lawyer practising in Budapest. A.     The circumstances of the case 4.     The facts of the case, as submitted by the parties, may be summarised as follows. 5.     At the time of lodging the application, the applicants held shares with an aggregate par value of 2,043,342,000 Hungarian forints (HUF), representing 98.28% of the total registered capital of Kinizsi Bank Zrt. (a savings bank – “Kinizsi”), shares with an aggregate par value of HUF   1,833,300,000, representing 87.65% of the total registered capital of Mohácsi Takarék Bank Zrt. (a   savings bank – “Mohácsi”), and shares with an aggregate par value of HUF 8,100,000, representing 5.61% of the total share capital of Pátria Takarékszövetkezet (a savings cooperative – “Pátria”). [1] Kinizsi, Mohácsi and Pátria will hereafter be collectively referred to as “the Institutions”. 1.     Antecedents 6.     In 1993 a voluntary and restricted integration took place involving 235   savings cooperatives in order to enhance their market position and financial security. With the active support of the Hungarian State and the PHARE Program of the European Union, they entered into an integration agreement. The key institutions of the integration were the National Association of Savings Cooperatives ( Országos Takarékszövetkezeti Szövetség – “OTSZ”), the Savings Bank ( Takarékbank Zrt .) and the National Fund for the Institutional Protection of Savings Cooperatives ( Országos Takarékszövetkezeti Intézményvédelmi Alap – “OTIVA”), which was created as part of the integration. OTIVA, on the one hand, improved the security of deposits placed with the savings cooperatives by supplementing the National Deposit Insurance Fund ( Országos Betétbiztosítási Alap – “OBA”), and, on the other hand, served to prevent crisis situations and improved the stability of savings cooperatives. 7.     The Savings Bank, by cooperating with OTIVA, harmonised and improved the effectiveness of the business operations of savings cooperatives. Until changes were introduced by the Integration Act (see paragraphs 11-13 below), the share of the savings cooperatives and certain banks in the Savings Bank exceeded 60%. In 2012 the Hungarian State emerged as an indirect owner of the Savings Bank, when the Hungarian Development Bank Ltd. ( Magyar Fejlesztési Bank Zrt. – “MFB”) purchased a stake in Deutsche Zentral-Genossenschaftsbank AG, representing 38.5% of its shares. 8.     According to Risk Report 2013/I issued by the Supervisory Authority in June 2013, which provided a comprehensive analysis of the financial system’s stability and its potential risks, out of all the financial institution sectors only the cooperative credit institution sector remained profitable. The Report found that that had been the case throughout the entire economic crisis, and in 2012 the sector had been able to improve its results, which had been higher than those of other players in the money markets. 9.     According to publicly available information, before the Integration Act entered into force, savings cooperatives were stable and had capital adequacy and profitable operations. The total earnings before tax of cooperative credit institutions in the second quarter of 2013 was HUF   3.983 billion and their capital adequacy ratio was 16.94% (the ratio for credit institutions operating as companies limited by shares was 16.55%). 10.     The profitability and capital adequacy ratio of the Institutions (see below) exceeded both those of the banking sector and the savings cooperatives. In 2012 Kinizsi had profits before tax of HUF   315 million, representing a 8.72% return on equity, and had a capital adequacy ratio of 17.73%. In the same year Mohácsi had profits before tax of HUF   613 million, representing a 14.6% return on equity, and had a capital adequacy ratio of 19.39%. Pátria had similar results in 2012, having profits before tax of HUF 372 million, representing a 7.3% return on equity, and a capital adequacy ratio of 17.68%. 2.     Integration 11.     Act no. CXXXV of 2013 on the Integration of Cooperative Credit Institutions and the Amendment of Certain Laws Regarding Economic Matters (“the 2013 Integration Act”) entered into force on 13   July 2013, the day after its proclamation. The Act was then amended in several aspects by Act no.   CXCVI of 2013 on the Amendment of Certain Laws Regarding the Integration of Cooperative Credit Institutions (“the Integration (Amendment) Act”) with effect from 30   November 2013. 12.     The 2013 Integration Act concerned most savings cooperatives operating as a cooperative, including Pátria, and certain banks operating as a company limited by shares, such as Kinizsi and Mohácsi. 13.     The 2013 Integration Act abolished the integration of cooperatives organised on a voluntary basis, with voluntary membership, and terminated OTIVA. Instead, it introduced mandatory integration under close State control. In particular: (a)     the Integration Organisation of Cooperative Credit Institutions ( Szövetkezeti Hitelintézetek Integrációs Szervezete ) was created, a body under indirect State control (“the Integration Organisation”); (b)     the Bank of Hungarian Savings Cooperatives ( Magyar Takarékszövetkezeti Bank Zrt .), the central bank of the integration, over which the savings cooperatives had previously had a controlling majority, was effectively nationalised; (c)     the economic independence and autonomy of the savings cooperatives operating as cooperatives and that of certain banks operating as companies limited by shares, was restricted, a measure targeting the Institutions, amongst others; and (d)     the exercise of the ownership rights of the members and shareholders of the savings cooperatives and banks falling under the scope of the   2013   Integration Act was restricted. 3.     Scope of the 2013 Integration Act 14.     Until the entry into force of the Integration (Amendment) Act, Act no. CXII of 1996 on Credit Institutions and Financial Enterprises (“the 1996 Banking Act”) contained certain regulations for banks operating as companies limited by shares, which were different from those regarding cooperative credit institutions with respect to their scope of business, capital requirements and other matters (prior to the Integration (Amendment) Act, only savings cooperatives operating as cooperatives and credit cooperatives belonged to the group of cooperative credit institutions). 15.     However, the 2013 Integration Act had, already before the Integration (Amendment) Act and contrary to the 1996 Banking Act, reclassified certain banks operating as companies limited by shares as cooperative credit institutions and extended its scope to them, based on the fact that, since 1 January 2013, those banks had been members of OTIVA. At the same time, the 2013 Integration Act did not classify the following entities as cooperative credit institutions: (a)     all the other banks, including those which were members of the fourth protection fund, the First Domestic Voluntary Deposit Insurance and Institution Protection Fund of Credit Institutions (“HBA”), and (b)     those savings cooperatives and credit cooperatives which had applied to the Supervisory Authority for permission to convert from a cooperative into a company limited by shares before the entry into force of the   2013   Integration Act and their requests were pending on the date of entry into force of the Act. 16.     The scope of the 2013 Integration Act was extended to Kinizsi and Mohácsi as well as two additional banks, which – complying with capital requirements and other conditions and with the permission of the Supervisory Authority – had been converted into banks from savings cooperatives and had been operating as such since that time. 17.     In sum, the 2013 Integration Act brought a heterogeneous circle of entities under uniform regulation as cooperative credit institutions, except those savings cooperatives and credit cooperatives which had pending conversion requests. 4.     New regulations 18.     The 2013 Integration Act abolished the voluntary nature of cooperation and, by extending its scope to savings cooperatives, credit cooperatives and some banks (including the Institutions) by creating its own definition of cooperative credit institution, ordered a mandatory integration of those entities by introducing the following measures: (a)     it terminated the integration agreement of 1993, which had been entered into voluntarily on a civil law basis, and abolished OTIVA; (b)     it made almost all savings cooperatives and credit cooperatives, including the Institutions, ipso jure members of the Integration Organisation, which had been newly created as a legal successor of OTIVA and other voluntary institutional protection funds; (c)     it prohibited cooperative credit institutions operating as cooperatives from terminating their membership in the Integration Organisation and, in the case of cooperative credit institutions operating as companies limited by shares, made that practically impossible; (d)     the mandatory membership in the Integration Organisation and the fact that the sanction for breaching the rules created in order to enforce the governing powers of the Savings Bank and the Integration Organisation is the mandatory withdrawal of the operational licence or the exclusion from the Integration Organisation (which in fact also has the effect of terminating the operational licence), would necessarily result in the termination of the entities concerned. 5.     Legal provisions indirectly influencing the applicants’ property rights 19.     After the date of issuing by the Savings Bank of mandatory risk management regulations regarding the subjects of the new law, including the Institutions, they will bear direct, joint and several liability, with all their equity, for the debts of all other members of the Integration Organisation, the debts of the Savings Bank and of the Integration Organisation itself, resulting in the abolition of the economic and financial independence of the particular institution. 20.     The Integration Organisation is authorised to issue mandatory regulations for the subjects of the law covering essential issues regarding the operations of the Institutions, such as the accounting principles, internal control and eligibility of their managing officials. The Savings Bank is authorised to issue mandatory regulations covering essential, and other, issues regarding the operations of the Institutions, such as risk management, credit authorisation, risk monitoring, receipt of deposits, cash flow management, investment policy, rating and depreciation, special equity ratio requirements, business policy, joint marketing and integrated IT systems. 21.     The Savings Bank supervises the operations of the Institutions and is authorised to issue instructions in order to ensure compliance with the law and the regulations issued by the Integration Organisation and the Savings Bank. 22.     At the general meeting of the Savings Bank held forty-five days following the entry into force of the Integration Act, the Institutions were obliged to approve the new articles of association of the Savings Bank – as drafted by the board of directors of the Integration Organisation – and also approve the increase of the Savings Banks’ capital by HUF   654,986,000 to HUF     3,389,704,000 from the previous amount of HUF   2,735,038,000. Out of this capital increase, the State-owned Hungarian Post exercised its statutory subscription rights and acquired ordinary shares with an aggregate par value of HUF 654,666,000. The Institutions took series “C” preference shares with an aggregate par value of HUF 320,000. Hungarian Post was entitled to acquire the ordinary shares at par value, which was considerably less than the reasonable value based on the Savings Bank’s equity situation. 23.     Several savings cooperatives and some banks held series “B” preference shares in the Savings Bank, ensuring that no decisions on strategic matters could be made without the approval of the holders of those shares. This approval could be given by a simple majority of shareholder votes. Under the integration legislation, the Institutions were obliged to deposit their series “B” Savings Bank shares with the Savings Bank, and sell them to the Hungarian Development Bank, an entity entirely owned by the State, by the date of the first general meeting of the Savings Bank following the entry into force of the Integration Act, as well as sign a written undertaking to take over one series of “C” preference shares of the Savings Bank with a par value of HUF 2,000. No such preference was represented by the series “C” shares which had to be taken over. The Hungarian Development Bank was entitled to exercise the rights attached to the series “B” shares acquired by it. 24.     The Institutions could not transfer their shares in the Savings Bank within a year of the entry into force of the Integration Act; the shares could not be pledged at all, be used as security for credits, be subject to a number of other transactions, and had to be continuously kept with a depositary appointed by the board of directors of the Savings Bank. There are a number of situations in which the Institutions are not entitled to exercise their shareholder rights over their shares in the Savings Bank. 25.     The Integration Act created a call option for the Hungarian Development Bank with respect to the shares of the Institutions in the Savings Bank in the event that they voted against the proposed resolutions on certain matters, abstained from voting or did not attend the general meeting. Bank accounts and securities accounts of the Institutions must be held at the Savings Bank, and they must keep their free financial assets solely in financial instruments traded by the Savings Bank. Other organisations holding bank accounts of the Institutions were obliged to terminate their banking agreements. 26.     The Savings Bank has exclusive power to give prior approval to the acquisition of any stake by the Institutions in any other business entity or the sale of such property if its value or purchase price exceeds 0.1% of the solvency capital of the integration calculated on a consolidated basis. The Institutions must therefore obtain the approval of the Savings Bank for their investments on a case-by-case basis. 27.     The Institutions must inform the Integration Organisation, the Savings Bank and the Mutual Capital Coverage Fund of Cooperative Credit Institutions ( Szövetkezeti Hitelintézetek Tőkefedezeti Közös Alapja ) without delay if claims or any other legal proceedings may be – or are – started against them. The Savings Bank is entitled to issue further regulations both to handle the above proceedings and regarding the obligations to provide information. 28.     In certain cases the transactions and undertakings of the Institutions are subject to the prior approval of the Integration Organisation on a case ‑ by ‑ case basis. 29.     The Institutions were obliged to apply to the Supervisory Authority for a new operational licence within twenty days of the entry into force of the Integration Act. They were also obliged to approve their new articles of association according to the model established by the board of directors of the Integration Organisation within forty-five days and to reobtain their operational licence within seventy-five days. 30.     The Integration Organisation may, as a sanction applied for a number of reasons, exclude one of the Institutions from membership, which results in the withdrawal of the operational licence; moreover, the Integration Act includes several provisions directly stipulating that the Supervisory Authority may or must withdraw the operational licence, which results in liquidation. Under the Integration Act it is the Integration Organisation which is entitled to decide if the preconditions exist to apply a particular sanction. 6.     Legal provisions regarding the exercise of the applicants’ ownership rights 31.     At the general meetings of the Institutions, the applicants, together with all other shareholders, were obliged to approve new articles of association in compliance with the model provided by the Integration Organisation. As a result, the Institutions were obliged to approve measures allegedly contrary to the provisions of the 2006 Companies Act and the   2006 Cooperatives Act. The applicants are from time to time obliged to amend, within sixty days, the articles of association of the Institutions in accordance with the then actual model issued by the Integration Organisation or the Savings Bank. In the event that the court keeping the corporate registry refuses to register the articles of association or its amendments as drafted by the Integration Organisation, the applicants and other owners must approve new articles of association according to a model established by the Integration Organisation, and the Institutions must submit the new text to the court within thirty days in full compliance with all relevant regulations. 32.     Prior approval of the Savings Bank is required for all decisions by the shareholders over the election, revocation and remuneration of the members of the board of directors and supervisory board of the Institutions. The board of directors of the Savings Bank is authorised to suspend or terminate the mandate of the managing officials of the Institutions; it may appoint a managing official for an interim period if the Institutions do not comply with the orders of the Savings Bank, their operations are not in compliance with law or regulations, or if they are in a so-called crisis situation. 33.     The Integration Organisation is entitled to suspend the applicants’ voting rights for one year, if in its opinion they threaten the reliable and secure operation of the Institutions. It is authorised to define from time to time the level of the Institutions’ solvency capitals on a case-by-case basis; if they do not reach the level defined, the Integration Organisation is authorised to increase the capital of the Institutions, even if the applicants and other owners have not decided on a capital increase, or even contrary to the resolution of the owners. 34.     The applicants and other owners cannot pass a valid resolution at a general meeting of the Institutions if they do not simultaneously inform the Savings Bank of the general meeting by sending it the invitation with all its annexes. For a resolution by the board of directors and supervisory board of the Institutions to be valid, the invitation to the relevant meeting of the board of directors or supervisory board, together with all related material, must be simultaneously sent to the Savings Bank. The procedural rules of the board of directors and supervisory board of the Institutions must not conflict with the articles of association and the relevant regulations established by the Savings Bank and must be amended within fifteen days at and according to the request of the Savings Bank. Minutes of the general meetings and meetings of the board of directors of the Institutions must always be submitted to the Savings Bank, and minutes of the supervisory board meetings must be sent to the Savings Bank in certain cases. 35.     The applicants’ statutory rights as shareholders and members are restricted, in that the following measures regarding the Institutions are subject to the prior approval of the Savings Bank, and are taken solely according to that approval: the approval of Annual Reports; issuing of bonds, reductions or increases in its capital; and reductions in their subscribed capital or any payment that is made to them under any legal title that is connected to their status as owners (for example dividends or decreases in capital). B.     Relevant domestic law and practice 36.     A constitutional challenge against the Integration Act as amended in November 2013 was first lodged by the OTSZ. That initial complaint was followed by complaints from 135 individuals (members of savings cooperatives), three cooperative credit institutions and a joint complaint submitted by banks. They complained, among other things, about the restrictions imposed by the Integration Act on the exercise of shareholders’ ownership rights and the diminution in value of their assets, amounting to expropriation. 37.     In decision no. 20/2014 (VII.3) given on 30 June 2014, the Constitutional Court repealed some of the provisions of the Integration Act, concerning the joint and several liability of the cooperative credit institutions for the debts of other members of the Integration Organisation in so far as they determined the order of liability provided for by the Integration Act. Otherwise, it upheld the constitutionality of the Integration Act. 38.     Act IV of 2006 on Companies (as in force on 12 July 2013, a day before the Integration Act’s entry into force – “the 2006 Companies Act”) provided, in respect of a general meeting of a limited liability company as follows: Section 231 “(1)     The general meeting is the supreme body of a private company limited by shares, and consists of all shareholders. (2)     The following shall fall within the exclusive competence of the general meeting: (a)     decisions to approve and amend the articles of association, unless this Act contains provisions to the contrary; (b)     decisions on changing the operating form of the private limited company; (c)     decisions on converting or terminating the company without succession; (d)     with the exception of the provisions in section 37 (concerning the delegation of certain competences to the supervisory board), the election and removal of the members of the management board or the general director, members of the supervisory board and the auditor, and establishing their remuneration; (e)     approval of the annual report prepared pursuant to the Accounting Act; (f)     decisions to pay interim dividends, unless this Act contains provisions to the contrary; (g)     decisions to convert printed share certificates into dematerialised shares; (h)     alteration of the rights attached to the various series of shares, and the conversion of categories or classes of shares; (i) decisions to issue convertible bonds or bonds with subscription rights, unless this Act contains provisions to the contrary; (j)     decisions to increase the share capital, unless this Act contains provisions to the contrary; (k)     decisions to reduce the share capital, unless this Act contains provisions to the contrary; (l)     decisions to abolish preferential subscription rights, or for authorising the management board for the exclusion or restriction of preferential subscription rights; (m)     decisions on all issues which are assigned to the competence of the general meeting by law or the articles of association.” 39.     Act X of 2006 on Cooperatives (as in force on 12 July 2013, a day before the Integration Act’s entry into force – “the 2006 Cooperatives Act”) provided, in respect of a general meeting of cooperatives, as follows: The General Meeting Section 20 “(1)     The general meeting is the supreme body of a cooperative and consists of all members. (2)     The following shall fall within the competence of the general meeting: (a)     amendment of the statutes; (b)     election and removal of the chairman and members (managing director) of the administrative body, the chairman and members of the supervisory body, and establishing their remuneration; (c)     election and removal of the auditor and establishing his remuneration; (d)     transferring a certain part of the cooperative’s assets into the fellowship fund, and decisions on the general principles for the appropriation of the fellowship fund; (e)     approval of the annual report prepared pursuant to the Accounting Act, a decision regarding the appropriation of taxed profits; (f)     expulsion of members in the cases specified in the statutes, or a review of resolutions for expulsion; (g) decisions for lodging any action in damages against an executive officer of the cooperative; (h) decisions for joining a federation of cooperatives, or for withdrawing from it; (i)     decisions concerning the merger or demerger of the cooperative, conversion into a business association or winding up without legal succession; (j)     decisions for launching a petition for bankruptcy proceedings, and on the approval of a composition agreement; (k) decisions for winding up the cooperative going into liquidation, and on the approval of a composition agreement reached during the liquidation proceedings; (l)     decisions for admitting an investor member, including an agreement with the investor member concerning the date and manner of settlement for the eventuality of termination of the investor’s membership; (m)     decisions for ordering supplementary payments; (n)     changing the face value of shares; (o)     where membership is terminated by either party, setting a date for the payment of any excess over the face value of shares, which shall be determined in the light of all other obligations of the cooperative no later than eight years after the date of termination of membership; (p)     all other matters referred to the competence of the general meeting by law or the statutes.” COMPLAINT 40.     The applicants complained under Article 1 of Protocol No.   1 that the cumulative effect of the legislative measures taken under the integration legislation enacted in 2013 in respect of the Institutions amounted to an unjustified interference with their right to the peaceful enjoyment of their possessions within the meaning of Article 1 of Protocol No.   1 to the Convention. THE LAW 41.     The applicants complained about the impact which the integration legislation had had on the effective exercise of their rights as shareholders. They relied on Article 1 of Protocol No. 1 to the Convention, which reads as follows: “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.” 42.     The Government were of the view that the interference complained of complied with the requirements of Article 1 of Protocol No. 1 to the Convention. The applicants disagreed. A.     Applicability of Article 1 of Protocol No. 1 43.     The Court has consistently held that a company share with an economic value can be considered a possession (see, among other authorities, Company S. and T. v. Sweden , no. 11189/84, Commission decision of 11 December 1986, DR 50, p. 138; Reisner v.   Turkey , no.   46815/09, § 45, 21 July 2015; Olczak v. Poland (dec.), no. 30417/96, §   60, 7   November 2002; Marini v. Albania , no. 3738/02, § 165, 18   December 2007 and Sovtransavto Holding v. Ukraine , no.   48553/99, §   91, ECHR 2002 ‑ VII). It is not in dispute in the present case that this provision was applicable to the circumstances of the case. The Court sees no reason to hold otherwise. B.     Victim status 44. The Government argued that the applicants had lost their victim status, as in decision no. 20/2014 the Constitutional Court had explicitly acknowledged that certain provisions of the Integration Act were unconstitutional. Although the Constitutional Court could not award any damages as a result of a judgment finding statutory provisions unconstitutional, it had explicitly acknowledged that in the present case certain provisions of the Integration Act were incompatible with the Constitution. 45.     The applicants disagreed. They argued that the Constitutional Court had not repealed the provisions on which their case before the Court was based and they remained in effect. The only provisions deemed unconstitutional had been those which provided that cooperative credit institutions were jointly and severally liable for the debts of other members of the Integration Organisation. The decision of the Constitutional Court only affected the order of liability provided for by the Integration Act. That finding was relevant with respect to the Institutions, but had not affected the situation of the shareholders. The court had upheld all the provisions related to the restrictions imposed on the shareholders’ ownership of shares. 46.     The applicants further submitted that, in any event, by their very nature the proceedings before the Constitutional Court could not be deemed relevant for the purposes of the determination of victim status. That court could only establish an infringement of fundamental rights and repeal the offending provisions pro futuro . It had no power to provide just satisfaction to a successful applicant or prevent the past effects caused by the provisions prior to its own judgment finding them unconstitutional. No restitutio in integrum had been possible or effected under the judgment of that court, either in general or in the case relied on by the Government. 47.     The Court reiterates that the term “victim” used in Article   34 of the Convention denotes the person directly affected by the act or omission at issue (see, among other authorities, Eckle v. Germany , 15 July 1982, §   66, Series   A no. 51, and Vatan v. Russia , no. 47978/99, § 48, 7   October 2004). A decision or measure favourable to an applicant is not, in principle, sufficient to deprive him or her of his or her status as a “victim” for the purposes of Article 34 of the Convention unless the national authorities have acknowledged, either expressly or in substance, and then afforded redress for the breach of the Convention (see Gäfgen v. Germany [GC], no.   22978/05, § 115, ECHR 2010 and Nada v.   Switzerland [GC], no.   10593/08, § 128, ECHR 2012). 48.     In the present case a number of individual shareholders and Institutions challenged the Integration Act unsuccessfully, save for the provisions concerning the order in which joint liability for the debts incurred by other members of the Integration Organisation was to be enforced. It has not been argued, let alone shown, that the judgment of the Constitutional Court offered any redress to the applicants. This limb of the Government’s preliminary objection must therefore be rejected. 49.     The Government were also of the view that the applicants could not be considered victims of a breach of their rights. They relied on the Court’s approach in the case of Agrotexim and Others v. Greece (24   October 1995, Series   A no.   330 A). In their view, the shareholders in the Institutions could not claim to have been affected by the measures complained of because only the Institutions, not the shareholders themselves, had been affected by the Integration Act. Only the Institutions as separate legal entities could bring a case before the Court. They further referred to the Court’s view expressed in the same case that a mere loss of value of shares caused by an intervention would not be sufficient grounds for conferring victim status on shareholders of a company. 50.     The Government also submitted that piercing the corporate veil in the present case would not be justified because the Institutions affected by the integration legislation would undoubtedly have been able to act as independent legal entities directly affected by the alleged violation. To sum up, they argued that the applicants as shareholders could not be identified with the companies affected by the legislation complained of. 51.     The applicants disagreed with the view expressed by the Government. They submitted that the Integration Act had directly infringed their ownership rights as shareholders of credit institutions and that they were seriously restricted thereby. 52.     The Court reiterates that a share in a company is a complex object which certifies that the holder possesses a share in the company together with the corresponding rights. This encompasses an indirect claim over the company’s assets, including the right to a share in them in the event of it being wound up, but also other unrestricted rights, especially voting rights and the right to influence the company’s conduct and policy (see Company S.   and   T. v.   Sweden , Commission decision cited above; Reisner , cited above, §   45; Olczak , cited above, §   60; and Marini, cited above , §   165). 53.     In certain circumstances the sole owner of a company can claim to be a “victim” within the meaning of Article 34 of the Convention in so far as the impugned measures taken with regard to his or her company are concerned (see, among other authorities, Ankarcrona v.   Sweden (dec.), no.   35178/97, 27 June 2000, and Glas Nadezhda EOOD and Anatoliy Elenkov v.   Bulgaria , no. 14134/02, §   40, ECHR 2007). 54.     However, when that is not the case the disregarding of legal personality of a company can be justified only in exceptional circumstances, in particular where it is clearly established that it is impossible for the company to apply to the Convention institutions through the organs set up under its articles of incorporation or – in the event of liquidation – through its liquidators (see Agrotexim and Others , referred to above, §   66; CDI Holding Aktiengesellschaft and Others v. Slovakia (dec.), no.   37398/97, 18   October 2001; Meltex Ltd and Movsesyan v. Armenia , no.   32283/04, §   66, 17 June 2008; and Veselá and Loyka v. Slovakia (dec.), no.   54811/00, 13   December 2005) or where the acts or decisions complained of related to the actions of persons such as a liquidator acting on the company’s behalf (see G.J. v. Luxembourg , no. 21156/93 , § 24, 26 October 2000). 55.     As to the latter type of situation, the Court reiterates that the case of Olczak v. Poland (cited above) concerned a bank in which the applicant held 98% of the shares. It was in very serious financial difficulties and the National Bank took over its management to prevent it from going bankrupt. The Court distinguished that case from the approach followed in Agrotexim and Others v.   Greece , having regard, firstly, to the nature of the measures taken in that case. It noted that in the Agrotexim case the prohibition to build and the institution of expropriation proceedings were such that it was the company itself which was the direct victim, whereas in the Olczak case the measures complained of consisted of the cancellation of certain shares, including those belonging to the applicant; they were thus directly aimed at the applicant’s rights as a shareholder. Accordingly, it was the applicant’s rights protected by Article 1 of Protocol No. 1 which were directly affected. 56.     Moreover, in the Agrotexim and Others case the measures complained of were to the detriment of the company, whereas in the Olczak case their purpose was, on the contrary, to prevent the bank from becoming insolvent. Consequently, the bank was to benefit from them, whereas the applicant’s interests suffered. The Court was satisfied that in the circumstances the applicant could claim to be a victim of a breach of the Convention. 57.     The Court notes that in the present case, in so far as the Government relied on the Court’s approach in the case of Agrotexim and Others , the applicants did not complain about an actual loss of value of their shares in the affected Institutions. The thrust of their complaint was that, as a result of the series of legislative measures complained of, their powers resulting from their membership in the Institutions and powers to influence the Institutions’ status and operations had been very seriously limited. While it is true that they also submitted that under the legislation complained of the Institutions themselves had lost all independence, this argument constitutes only a background to their essential complaint. The Court therefore considers that this limb of the Government’s objection as to the applicants’ victim status is closely related to the substance of their complaint under Article 1 of Protocol No. 1 to the Convention. It should therefore be joined to the merits of the case. 58.     The Government also argued that the capital increase and the further 136   billion forints that had been given by the State to the Integration Organisation (directly to the Integration Fund) also constituted a part of the Institutions’ savings capital. Those amounts had to therefore to be considered as compensation because such a contribution decreased the business risk and increased the profitability of the Institutions. 59.     The applicants argued that the increase only related to the economic situation of the Institutions and had not in any way improved the procedural situation regarding the exercise of their rights as shareholders to influence the Institutions’ operations. 60.     The applicants also argued that the amounts provided by the State towards the capital of the whole integrated system composed of various institutions had neither been directly nor indirectly provided to them themselves, but to the Savings Bank and to the Integration Organisation, over which they had no power or say. They therefore could not be considered as compensation; the Constitutional Court judgment relied on by the Government had mentioned compensation to the shareholders of the Savings Bank but not to them. 61.     The Court considers that the Government’s objection in so far as it relates to the capital increase of the Savings Bank is also closely linked with the substance of the applicants’ case and should therefore be joined to the merits of the complaint under Article 1 of Protocol No. 1 to the Convention (see, mutatis mutandis , Shesti Mai Engineering OOD and Others v.   Bulgaria , no.   17854/04, § 68, 20   September 2011). C.     Exhaustion of domestic remedies 62.     The Government submitted that the applicants had failed to raise their complaints in the ordinary courts. They should have had recourse to a compensation claim to establish the civil liability of the legislature in respect of their complaints. The new Civil Code which had entered into force on 15 March 2015 had opened the door for them to such claims. 63.     They also argued that the Integration (Amendment) Act which had entered into force on 30 November 2013 (see paragraph 14 above) had opened various avenues for legal remedies against the instructions of the Savings Bank and against individual decisions of that Bank and the Integration Organisation given pursuant to the Integration Act. 64.     They also submitted that shareholders of Mohacsi and Kinizsi had sought a remedy in the domestic courts against the adoption of the new articles of association in respect of their Institutions, imposed on them under the provisions of the Integration Act. On 12 March 2015 the Pecs Regional Court of Appeal sitting as an appellate court had found for the plaintiffs in the case brought by Mohacsi shareholders. It had held that the articles of association issued by the Savings Bank and the Integration Organisation could not in any way deviate from the mandatory provisions of the Companies Act. A judgment in the same vein had been given in a case brought by shareholders of Kinizsi by the Vesprem Regional Court sitting as a first ‑ instance court on 30 March 2015. In both cases the articles of association challenged by the shareholders had been annulled. 65.     The Government averred that several further sets of proceedings were pending before Hungarian courts in which Kinizsi or Mohácsi or their shareholders had sought a remedy against unspecified decisions of the Savings Bank or the Integration Organisation given on the basis of the Integration Act. That fact, in the Government’s opinion, clearly demonstrated that there were effective remedies in place. 66.     They also argued that the National Association of Savings Cooperatives (OTSZ) had also initiated proceedings against the State, Hungarian Post, the Savings Bank, the Integration Organisation, the National Bank and the National Development Bank challenging the legislation concerned. The Budapest High Court had dismissed the claim, but had expressly declared that the State did not enjoy immunity for legislative acts. The proceedings were apparently still pending. 67.     The applicants disagreed. They submitted that there was no remedy available for them under domestic law. They stressed that their complaints were related to violations which had arisen directly from the entry into force of the provisions of the Integration Act, not from any subsequent specific decisions or regulations given in respect of individual institutions on the basis of that Act. Certain applicants had challenged the offending provisions of that Act before the Constitutional Court, but to no avail. 68.     As to the Government’s reliance on the 2013 Civil Code, the applicants submitted that the Government had neither referred to a concrete provision of that Code expressly providing for liability in tort in respect of damage caused by legislation nor provided any concrete examples of domestic judicial practice to the effect that the legislature could effectively be held liable in tort for such damage, either before the Code’s entry into force in 2015 or afterwards. In any event, it was decisive that Article 54 of that Code’s transitional provisions expressly provided that the legislature’s liability in tort under the provisions of that Code could only arise in respect of acts following the Code’s date of entry into force, 15 March 2015. In the present case the damage complained of by the applicants had arisen in 2013 when the Integration Act had entered into force. It had therefore been impossible for them to claim any damages from the State under the Code for legislative damage caused to them by that Act. 69.     The applicants also argued that the remedies referred to by the Government were only available to the Institutions themselves, not to the applicants as their shareholders, and, importantly, only in respect of situations where the actual measures taken on the basis of the Integration Act had not complied with that Act or with the policies or decisions issued by the Savings Bank or Integration Organisation. In the cases relied on by the Government the challenged measures had been repealed by the courts exclusively because they had found that the Integration Organisation and the Savings Bank had exceeded the scope of the Integration Act when drafting the model statute and, as a result, the contested articles of association contained provisions contrary to the Companies Act. 70.     In the applicants’ view, neither those remedies nor the actual cases relied on by the Government (see paragraph 62 above) were legally relevant for their grievances before the Court. They could not of