Background
Vodovody a kanalizace Přerov, a.s. (VaK Přerov) is a Czech water supply and sanitation company structured as a public limited company. Its shares are held almost entirely by Czech municipalities and towns, but no single shareholder holds a majority stake. When a member of the public sought disclosure of the minutes of VaK Přerov’s corporate body meetings under the Czech Law on free access to information, the company refused, arguing it was not an “obliged entity” subject to that law.
The Czech Office for Personal Data Protection overruled the refusal and ordered VaK Přerov to process the information request, concluding that the company qualified as a “public undertaking” under the law as amended to transpose Directive 2019/1024 on open data and the re-use of public sector information. VaK Přerov challenged that decision before the Municipal Court of Prague, contending that dominant influence could only arise if a single public body held a majority stake, or if multiple shareholders were demonstrably acting in concert.
The Municipal Court stayed proceedings and referred two questions to the Court of Justice: first, whether several public sector bodies may jointly exercise a dominant influence for purposes of the “public undertaking” definition in Article 2(3) of Directive 2019/1024; and second, if so, whether the presumption of dominant influence requires proof that those bodies act in concert and share common interests.
The Court’s Holding
The Court first confirmed its jurisdiction. Although the underlying Czech request was for access to documents rather than their re-use — and Directive 2019/1024 governs re-use, not access — the Czech legislature had transposed the directive by making Article 2(3)’s definition of “public undertaking” directly and unconditionally applicable to the domestic freedom-of-information regime. Under settled Dzodzi-line case law, that domestic incorporation gives the Court jurisdiction to ensure uniform interpretation of the EU provision.
On the merits, the Court held that Article 2(3) of Directive 2019/1024 must be interpreted as covering undertakings over which several public sector bodies may jointly exercise a dominant influence. The text of the provision refers in the plural to “public sector bodies,” mirroring the definition of “public undertaking” in Article 4(2) of Directive 2014/25/EU to which recital 29 of Directive 2019/1024 expressly cross-refers. The directive’s broad objective — maximising the re-use potential of information produced in the performance of general-interest services — reinforces a wide reading of the concept.
The Court further held that, where several public sector bodies collectively meet one of the three objective criteria listed in Article 2(3) (majority of subscribed capital, majority of voting rights, or power to appoint more than half of the supervisory or management body), the dominant influence is presumed automatically. There is no additional requirement to show that those bodies act in concert or share common interests. The Court reasoned that such factors are inherently variable over time and prone to complex factual assessment, which would undermine the directive’s goals if treated as prerequisites.
Key Takeaways
- An undertaking owned collectively by multiple municipalities or other public bodies qualifies as a “public undertaking” under Article 2(3) of Directive 2019/1024 even if no single body holds a majority stake, provided the bodies together satisfy one of the three statutory presumption criteria.
- The presumption of dominant influence is automatic once an objective structural threshold is met; courts and authorities need not investigate whether the public bodies actually coordinate their voting or share a common agenda.
- Member States that incorporate the Directive 2019/1024 definition of “public undertaking” into their domestic freedom-of-information laws without modification bring those situations within the Court of Justice’s preliminary-ruling jurisdiction, even where the request in question is for access rather than re-use.
- The definition is to be interpreted broadly in line with the directive’s aim of unlocking public-sector information held by entities providing general-interest services — narrower readings that exclude jointly controlled undertakings would frustrate that purpose.
Why It Matters
Across the EU, utilities and infrastructure operators are frequently structured as joint-venture companies owned by clusters of municipalities, none of which individually commands a majority. This judgment confirms that such entities fall squarely within the open-data obligations applicable to public undertakings, closing an interpretive loophole that had allowed them to resist information requests on the basis that no single authority held control. Water, energy, transport, and other utility companies with dispersed municipal shareholding must now treat themselves as subject to the transparency requirements flowing from Directive 2019/1024 where national law so provides.
The ruling also has procedural significance: it extends the Court’s Dzodzi jurisdiction to cover domestic freedom-of-information regimes that incorporate EU open-data definitions by reference, even when the specific request at issue would not independently engage EU law. This may encourage other Member States to align their access-to-information frameworks with Directive 2019/1024 concepts, knowing that the Court will provide authoritative and uniform guidance on those borrowed definitions.