Facts
Marleasing SA (the Applicant) brought an application before the Spanish national courts for an order that the contract establishing "La Comercial" was void and that the formation of La Comercial should be nullified on the grounds that establishment "lacked cause, was a sham transaction and was carried out in order to defraud the creditors of Barviesa (a co-founder of La Comercial)". La Comercial argued that the action should be dismissed in its entirety on the grounds that article 11 of the first directive, which had not yet been implemented by Spain, provided an exhaustive list of the cases under which the nullity of a company may be ordered and that "lack of cause" was not a ground listed therein. The Spanish court then referred the following question to the European Court of Justice:
"Is Article 11 of Council Directive 68/151/EEC of 9 March 1968, which has not been implemented in national law, directly applicable so as to preclude a declaration of nullity of a public limited liability company on a ground other than those set out in the said article?"
Read more about this topic: Marleasing SA V La Comercial Internacional De Alimentacion SA
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