In the case of Agrotexim and Others v. Greece (1),

      The European Court of Human Rights, sitting, in accordance with

Article 43 (art. 43) of the Convention for the Protection of Human

Rights and Fundamental Freedoms ("the Convention") and the relevant

provisions of Rules of Court A (2), as a Chamber composed of the

following judges:

      Mr R. Ryssdal, President,

      Mr L.-E. Pettiti,

      Mr B. Walsh,

      Mr R. Macdonald,

      Mr N. Valticos,

      Mr S.K. Martens,

      Mr F. Bigi,

      Mr L. Wildhaber,

      Mr K. Jungwiert,

and also of Mr H. Petzold, Registrar,

      Having deliberated in private on 23 March and 26 September 1995,

      Delivers the following judgment, which was adopted on the

last-mentioned date:

_______________

Notes by the Registrar

1.  The case is numbered 15/1994/462/543.  The first number is the

case's position on the list of cases referred to the Court in the

relevant year (second number).  The last two numbers indicate the

case's position on the list of cases referred to the Court since its

creation and on the list of the corresponding originating applications

to the Commission.

2.  Rules A apply to all cases referred to the Court before the entry

into force of Protocol No. 9 (P9) and thereafter only to cases

concerning States not bound by that Protocol (P9).  They correspond to

the Rules that came into force on 1 January 1983, as amended several

times subsequently.

_______________

PROCEDURE

1.    The case was referred to the Court by the European Commission of

Human Rights ("the Commission") on 18 May 1994, within the three-month

period laid down by Article 32 para. 1 and Article 47 (art. 32-1,

art. 47) of the Convention.  It originated in an application

(no. 14807/89) against the Hellenic Republic lodged with the Commission

under Article 25 (art. 25) by six Greek limited companies, Agrotexim,

Viotex, Hymofix, Kykladiki, Mepex and Texema, shareholders in the

limited company Karolos Fix Brewery ("Fix Brewery"), on

29 November 1988.  Since that date, the Mepex company has been wound

up and is therefore no longer a participant in the proceedings before

the Court.

      The Commission's request referred to Articles 44 and 48 (art. 44,

art. 48) and to the declaration whereby Greece recognised the

compulsory jurisdiction of the Court (Article 46) (art. 46).  The

object of the request was to obtain a decision as to whether the facts

of the case disclosed a breach by the respondent State of its

obligations under Articles 6 and 13 (art. 6, art. 13) of the Convention

and Article 1 of Protocol No. 1 (P1-1).

2.    In response to the enquiry made in accordance with Rule 33

para. 3 (d) of Rules of Court A, the applicant companies stated that

they wished to take part in the proceedings and designated the lawyers

who would represent them (Rule 30).

3.    The Chamber to be constituted included ex officio Mr N. Valticos,

the elected judge of Greek nationality (Article 43 (art. 43) of the

Convention), and Mr R. Ryssdal, the President of the Court (Rule 21

para. 3 (b)).  On 28 May 1994, in the presence of the Registrar, the

President drew by lot the names of the other seven members, namely

Mr L.-E. Pettiti, Mr B. Walsh, Mr R. Macdonald, Mr S.K. Martens,

Mr F. Bigi, Mr L. Wildhaber and Mr K. Jungwiert (Article 43 in fine of

the Convention and Rule 21 para. 4) (art. 43).

4.    As President of the Chamber (Rule 21 para. 5), Mr Ryssdal, acting

through the Registrar, consulted the Agent of the Greek Government

("the Government"), the applicants' lawyers and the Delegate of the

Commission on the organisation of the proceedings (Rules 37 para. 1 and

38).  Pursuant to the order made in consequence, the Registrar received

the Government's memorial on 15 November 1994 and the applicant

companies' memorial on 16 December.  On 20 January 1995 the Secretary

to the Commission informed the Registrar that the Delegate would submit

his observations at the hearing.  The applicant companies' claims under

Article 50 (art. 50) of the Convention reached the registry on

20 February 1995.  On 1 March 1995 the President gave them leave to

submit an additional memorial on Articles 6 and 13 (art. 6, art. 13)

of the Convention, which they lodged on 17 March.

5.    In accordance with the President's decision, the hearing took

place in public in the Human Rights Building, Strasbourg, on

21 March 1995.  The Court had held a preparatory meeting beforehand.

      There appeared before the Court:

(a) for the Government

Mr P. Georgakopoulos, Senior Adviser,

      Legal Council of State,                  Delegate of the Agent,

Mrs M. Basdeki, Legal Assistant,

      Legal Council of State,                                Counsel;

(b) for the Commission

Mr Gaukur Jörundsson,                                       Delegate;

(c) for the applicants

Mr P. Bernitsas,

Mr D. Mirasyesi, dikigoroi (lawyers),                        Counsel.

      The Court heard addresses by the above-mentioned representatives,

and also replies to its questions.

      During the hearing the applicant companies' lawyers stated that

they intended to send to the Court before the end of the week legal

opinions on a specific point of the relevant Greek legislation, drafted

by three professors.  These documents did not reach the registry until

28 April 1995.  The Court decided not to take cognisance of them.

AS TO THE FACTS

I.    Circumstances of the case

6.    Fix Brewery, which was founded in 1864, was one of the oldest

businesses of modern Greece.  It was converted into a limited company

in 1927.

      The applicant companies were shareholders in the company, holding

51.35% of its shares, namely 295,783 shares out of a total of 576,000.

Following the liquidation of the Mepex company, which held 108 shares,

this percentage was reduced to 51.33%.

7.    According to a report published in October 1993 by the Business

Revival Agency (Organismos Anasigrotisseos Epikhirisseon - "the OAE"),

since 1975 Fix Brewery had experienced a falling-off of business and

had accumulated substantial debts with the National Bank of Greece, its

main creditor.

      In 1976 Fix Brewery had decided to transfer its two largest

factories from their existing premises in Syngrou Avenue and Patission

Street in Athens to sites outside the centre of the city.  It had at

the same time studied the possibility of developing these sites - which

had acquired an enormous value - in order to overcome its financial

problems.  The scheme, to which the National Bank of Greece appeared

to give its consent, concerned the construction of an office and

shopping complex on the Syngrou Avenue site (a surface area of

9,509 sq. m and a building with usable space of 47,377 sq. m), which

was mortgaged for 1,016,600,000 drachmas.

8.    In 1976 the Syngrou Avenue factory ceased production.  The

Patission Street factory, which had been severely criticised for having

caused serious environmental nuisance, likewise ceased operating the

same year.  In 1979 the company obtained from the Athens Town Planning

Department and from the Ministry of Town Planning, Housing and the

Environment a building permit (no. 2128/79) for the above-mentioned

scheme (see paragraph 7 above) and then concluded, by notarial deed of

28 March 1980, a contract with Prokopiou Ltd, a construction company.

9.    On 9 September 1979 Athens Municipal Council (Diikitiko Symvoulio

Dimou Athineon), by order (praxi) no. 595/79 on planning matters,

designated the Patission Street property (10,500 sq. m) as an area to

be developed into a youth centre and a public park.  This order was

confirmed by a further order of 17 March 1980.  However, neither of

these orders was submitted for the approval of the relevant minister

or to the Athens Prefecture (Nomarkhia Athinon), despite the fact that

such approval was required for any amendment of the urban development

plan (see paragraph 39 below).

10.   On 28 April 1980, shortly before work on the demolition of the

Syngrou Avenue factory was due to begin (see paragraph 8 above), Athens

Municipal Council altered the development plan (order no. 355/80),

which now provided for the transformation of the site into a park.  On

30 June 1980 the Municipal Council rejected the company's appeal

against the new plan (decisions nos. 602/80 and 602a/80) and confirmed

its earlier order.

11.   According to the applicant companies, following these orders and

decisions, the construction company, Prokopiou Ltd, which was to build

the office and shopping complex, was unable to begin the work as

planned; the resulting dispute was settled through arbitration.

      Following a feasibility study undertaken by a leading firm of

architects, an agreement was to be concluded with Thanopoulos Ltd, a

construction company.  On 24 December 1980, that company, which had

contacted several banks with a view to financing the scheme, received

a favourable reply from the Athens office of the International Bank for

West Africa.  On 10 February 1981 the Athanassopouloi company also

submitted plans for the development of the Syngrou Avenue site.

      After these investors had failed in their efforts to have the

restrictions imposed by Athens Municipal Council lifted, an engineer

representing a group of companies interested in financing the

development of the two sites sent between 16 February 1982 and

18 March 1983 several letters to the Prime Minister, the Minister for

Economic Affairs and the Minister for Public Works proposing to invest

80 million US dollars on condition that the Greek State undertook not

to expropriate the two sites.

      All the above-mentioned schemes were based on feasibility studies

which, according to the applicant companies, showed that not only would

it be possible to reimburse Fix Brewery's entire debt but also there

would be substantial profits.

12.   On 22 February 1981 Athens Municipal Council had trees planted

and benches installed at the Syngrou Avenue site on a plot

(2,280 sq. m) whose ownership was contested by the State.  On an

application by the company, State Counsel at the Athens Court of Appeal

ordered, on 3 November 1981, Athens Municipal Council and any third

parties to cease occupying the site.  The applicant companies claim

that Athens municipal employees continued to cultivate the plants and

had transformed the part of the site concerned into a public park.  On

12 March 1982 Fix Brewery brought an action in the Athens Court of

First Instance for a declaration recognising its right of ownership

over the contested part of the site; on 30 June 1983 the Court of First

Instance declared the action inadmissible on account of a procedural

defect.

      The Athens court held that, under the relevant provisions of the

Towns and Municipalities Code and of Law no. 1539/38 on the protection

of public land, a person who asserted a right of ownership in respect

of real property in the State's possession had, before applying to the

courts, to serve on the State a writ setting out his claims, in

particular the right relied on, the nature, surface area, limits and

exact position of the property claimed and the title on which his claim

was based.  Proceedings might be instituted in the courts only after

six months had elapsed following service of that writ and provided that

the State had not declared that it accepted the claim.

13.   In 1981 signs bearing the words "Area to be expropriated" were

placed around the Syngrou Avenue factory.  Subsequently similar signs

were erected at the Patission Street site.  The company demanded that

the signs be removed, but without success.  The Mayor of Athens stated

in speeches and to the press that the signs emphasised the City of

Athens's intention to acquire the land.

      On 18 September 1981 Fix Brewery asked the Athens Municipal

Council to determine the permitted hypsometric level for the Patission

Street plot.  As it received no reply, it repeated its request on

15 March 1982 and again on 21 July 1982, but to no avail.  Its appeal

to the Supreme Administrative Court against the persistent failure of

Athens Municipal Council to reply was dismissed (judgment

no. 1446/1992).

      In a letter of 24 May 1982, Fix Brewery proposed to the Mayor of

Athens - as it had done in 1981 - to hand over to the city free of

charge part of the land and of the planned buildings for the city's

social, cultural and commercial needs.

14.   In August 1982 the National Bank of Greece ceased financing Fix

Brewery.  According to the applicant companies, all the efforts of the

Brewery to obtain loans from other banks failed, because no transaction

could proceed without the approval of the three representatives of the

National Bank of Greece who sat on the company's board of directors.

15.   As the company's business continued to decline, the shareholders'

general meeting decided on 30 August 1983 to wind up the company and

appointed two liquidators.

16.   On 8 August and 9 November 1983 the company brought two actions

in the Athens Court of First Instance against the Greek State, the City

of Athens and the Mayor of Athens in person.  It sought damages (in an

amount of 15 billion drachmas for the two sites) to make good the

prejudice sustained as a result of the activities and statements of the

Municipal Council and the Mayor (see paragraph 22 below).

17.   On 8 November 1983 the Minister for Economic Affairs directed -

by order no 1802/83 - that the company be liquidated under the special

procedure laid down in sections 7 (3) and 9 of Law no. 1386/83 on

businesses in difficulties (see paragraph 44 below).  On 5 January 1984

Fix Brewery - through its liquidators (see paragraph 15 above) - and

the applicant companies Kykladiki and Texema lodged an application with

the Supreme Administrative Court to have ministerial order no. 1802/83

quashed.  They maintained, inter alia, that the conditions for making

their business subject to the provisions of Law no. 1386/83

(section 5 of the Law - see paragraph 44 below) had not been met.

18.   In a judgment (no. 298/1985) of 28 January 1985 a full court of

the Supreme Administrative Court dismissed the application without

examining the merits of the case, after finding that neither Fix

Brewery nor Texema were legally represented and that Kykladiki had

withdrawn from the proceedings at the hearing.

19.   On 21 November 1983 Athens Municipal Council had confirmed

(decision no. 1107/83) its plans to expropriate the Syngrou Avenue and

Patission Street sites.  The city did not, however, commence formal

proceedings.

20.   On an application by the Minister for Economic Affairs lodged on

12 December 1983, the Athens Court of Appeal appointed, for the

purposes of section 9 of Law no. 1386/83 (see paragraphs 17 above and

44 below), a single liquidator, Mr Voridis, head of the legal

department of the National Bank of Greece.  It took the view that the

liquidator had to be chosen from the management of that bank, it being

the company's main creditor (judgment no. 880/1984 of 31 January 1984).

      As Mr Voridis did not accept this appointment, the OAE submitted

a new application on 15 May 1984.

      By a judgment (no 6552/1984) of 26 June 1984 the Athens Court of

Appeal appointed two liquidators, one representing the interests of the

National Bank of Greece and the other those of the company itself,

because of the extent of its assets and the size of its debts.  The

court also decided that the two liquidators should act jointly.

      On a more theoretical level, it considered further:

      "... according to sections 5 (1), 7 (3) and 9 (1) of Law

      no. 1386/83, businesses subject to this liquidation procedure

      continue, even after they have been placed under the procedure,

      to be represented by the same persons as before until such time

      as the Court of Appeal ... has appointed a liquidator.  It is

      only after that appointment that the powers of the executive

      organs of such businesses to manage and represent the business

      are removed and vested in the liquidator."

21.   On 13 July 1984 the Athens Court of First Instance dismissed (in

judgments nos. 10848/1984 and 10849/1984) the two civil actions that

Fix Brewery had brought in August and November 1983 (see paragraph 16

above).  The court held that the various measures of Athens Municipal

Council that the company had challenged could not be regarded as

enforceable administrative measures adversely affecting the company's

property rights.  More specifically, it noted that neither the decision

of Athens Municipal Council nor its disclosure to the public were acts

incurring the latter's liability capable of giving rise to a right to

compensation under sections 105 and 106 of the Introductory Law to the

Civil Code (see paragraph 45 below).

      The two liquidators did not appeal against these judgments, which

accordingly became final.

22.   On 5 and 11 November 1985 two major Athens daily newspapers

published a letter from the Mayor of Athens to their readers.  It

contained the following passages:

      "Finally, I should like to mention the signs bearing the words

      CITY OF ATHENS - AREA TO BE EXPROPRIATED that we have erected on

      large plots of land and at disused factories.  By these signs we

      have demonstrated the unshakeable intention of the Municipality

      to acquire these areas.  Thus, in contrast to what happened

      before we were elected, all these areas have been saved from

      construction because no one dares build on them.  I can cite for

      instance the case of the two Fix factories for which the

      representatives of multinational companies have sought an

      authorisation from the Municipal Council to build multi-purpose

      commercial centres and proposed to hand over to the Municipality

      half the land.  Naturally we refused their offers.  That is why

      the Fix company has brought against me as Mayor an action for

      damages claiming 12 billion drachmas for the prejudice that it

      claims to have suffered as a result of my decision to erect these

      signs.  Mr Fix is evidently protecting his own interests and I,

      as Mayor, am protecting the interests of the people of Athens.

      I take this opportunity to inform you that the City has already

      begun to purchase some of the sites on which it had erected

      signs."

23.   On 18 July 1986 two of the applicant companies, namely Texema and

Kykladiki, called upon the liquidators to take the following measures

in order to preserve the value of the two properties in question and

the vital interests of the company's creditors and shareholders: they

were to notify judgment no 10849/1984 of the Athens Court of First

Instance (see paragraph 21 above) to the parties concerned, lodge an

application for judicial review of the failure of the competent

minister to specify the procedure altering the development plan and

finally take any other proceedings that they considered necessary.  By

an application of 31 May 1988 the liquidators requested the Mayor of

Athens to remove the signs.  They stressed the unrealistic nature of

the expropriation scheme (on account of the enormous amount of

compensation that it would entail) and the deterrent effect of the

signs on potential purchasers.

24.   By an order (no. 431/88) of 1 March 1988, Athens Municipal

Council suspended for one year the execution of the building permits

relating to the Syngrou Avenue site so that a study of the development

of the site could be effected and also to enable the indispensable

modification of the development plan which had first to be submitted

for the approval of the competent department of the Athens Prefecture.

The order entered into force on its publication in the Official Gazette

of 24 March 1988.

25.   On 8 June 1988 the liquidators asked the Municipal Council to

remove the signs.

      In a letter of 5 October 1988 the Mayor of Athens replied as

follows:

      "The Municipality of Athens has been seeking for years to acquire

      the sites of the two former factories so as to make them

      available to the public and allow the city and its inhabitants

      to use them.  That is why since 1979 the Municipal Council has

      taken a series of decisions.

      ...

      In the light of the foregoing, the Municipality of Athens has a

      clear interest in acquiring and improving these sites.

      Putting up these signs is an indication of that interest."

26.   On 19 July 1988 the planning department of the City of Athens

proposed an alteration of the development plan concerning the Syngrou

Avenue site which was designated as a "commercial, cultural and

exhibition centre".  The proposal was aimed at preserving the existing

structure of the factory.  The amendment was submitted for the approval

of the Municipal Council, in accordance with the Presidential Decree

of 29 December 1986 (which entered into force on 21 January 1987).

27.   On 22 August 1988, through its liquidators, Fix Brewery appealed

to the planning department against the above-mentioned proposal, but

its appeal was rejected on 7 October 1988.  On 4 May 1989 the Municipal

Council - which had previously secured the agreement of the Athens

Prefecture - adopted the proposal by an order (no. 822/89 of

4 May 1989) published in the Official Gazette of 12 June 1989.  The

order stated that the alteration of the development plan for the site

in question was necessary because "it made it possible to improve an

urban district that was problematic yet vital for the city and to

release valuable space to set up a social and cultural infrastructure".

28.   In the meantime, on 8 December 1988, the planning department had

drawn up a new amendment to the development plan concerning, inter

alia, the Patission Street site.  It aimed to transform the site into

a public park, an underground car-park and a pedestrian street.  On

8 May 1989 the planning department again rejected Fix Brewery's appeal

against this proposal.

29.   The Municipal Council adopted the amendment - after it had been

approved by the Athens Prefecture - by an order (no. 1772/89 of

23 October 1989) published in the Official Gazette of 5 December 1989.

30.   On 8 April 1989 the public works department of the City of Athens

demolished the surrounding wall of the Patission Street site and

entered the former factory premises to clean up the factory yard which

had been used as a public rubbish tip.

31.   At the request of the company's liquidators on 10 April 1989,

State Counsel at the Athens Court of First Instance ordered, on

9 May 1989 and pursuant to section 22 (1) of Law no. 1539/38 "on the

protection of public land" (see paragraph 46 below), the restoration

of the site to its former state and directed the parties concerned to

refrain from any further interference.  This order was confirmed on

22 November 1989 by Principal State Counsel at the Court of Appeal,

ruling on an objection lodged by the Municipality.  The situation

remained unchanged, however.

32.   On 23 August 1989 Athens Municipal Council decided (order

no. 1480/89, published in the Official Gazette of 9 November 1989) to

expropriate the Syngrou Avenue site with a view to building on it a

commercial and cultural centre and a car-park.

33.   On 5 January 1990 Fix Brewery - through its liquidators - applied

to the Supreme Administrative Court for judicial review of that order

and the order of 4 May 1989 approving the amendment of the development

plan for the site in question (see paragraph 27 above).  At the date

of the hearing before the European Court, the Supreme Administrative

Court had not yet given judgment.

      No appeal was lodged against the order concerning the Patission

Street site.

34.   By a letter of 28 May 1990, served on the liquidators by bailiff,

the Viotex, Agrotexim and Kykladiki companies asked them to cancel the

auction, due to be held as part of the liquidation procedure, of the

Syngrou Avenue and Patission Street sites.

      They claimed to represent the majority of Fix Brewery's

shareholders and relied on sections 47 and 48 of Law no. 1892/90

(amending sections 8 and 9 of Law no. 1386/83), according to which the

shareholders' general meeting and the most recently elected board of

directors remain entitled to defend the company's interests when the

liquidators take action against it as a debtor.

      They drew the liquidators' attention to the fact that Athens

Municipal Council had amended the development plan concerning the two

properties in order to proceed with their expropriation.  They pointed

out that an auction in such circumstances would deter prospective

bidders, would significantly affect the reserve price and thus make it

possible for Athens Municipal Council to purchase the properties for

a derisory sum.  The resulting prejudice for the company's creditors

and shareholders would be enormous.

35.   In a judgment (no. 10261/1990) of 2 October 1990 the Athens Court

of Appeal dismissed an application by the OAE to have the two

liquidators who had been appointed on 26 June 1984 (see paragraph 20

above) replaced.

      The Court of Appeal took the view that a request to have the

liquidators replaced might, according to the relevant provisions, be

made by anyone with a legitimate interest and on "important grounds",

such as the failure of the liquidators to perform, or their belated

performance of, the duties entrusted to them.  The Court of Appeal

noted that from the outset the two liquidators had proceeded with the

liquidation in a particularly diligent manner.  They had brought

several legal actions against a large number of the company's debtors

(estimated to number 4,000) and had organised several auctions in towns

where the company owned real estate.  They had in this way succeeded

in meeting the company's debts in relation to its employees and some

of its creditors to the extent that at that date the only debts that

were outstanding were those of the Greek State (500 million drachmas)

and the National Bank of Greece (6 billion drachmas).  The delay in

selling the Syngrou Avenue and the Patission Street properties was due

to circumstances beyond their control, such as the expropriation

proceedings instituted by Athens Municipal Council, the applications

for judicial review of the decisions relating to those proceedings

lodged with the Supreme Administrative Court and the fact that the OAE

had itself advised postponing the sale until after the general election

- which was imminent at the time - because it was likely to have an

effect on the reserve price for the properties.  Finally, the Court of

Appeal observed that the National Bank of Greece had not made any

complaint concerning the two liquidators.

36.   On 21 October 1991, on an application by the National Bank of

Greece, the Athens Court of Appeal replaced the two liquidators by a

single liquidator designated by the bank (judgment no. 9136/1991).  The

court considered that although the two liquidators had carried out

their duties satisfactorily up to September 1990 (see paragraph 35

above), since then there had been an unjustified delay in the sale of

the Syngrou Avenue and Patission Street properties.  It noted in

particular that under section 31 (2) of Law no. 1947/91 amending Law

no. 1386/83 it was required to replace a liquidator where such a move

was demanded by creditors representing at least 51% of the company's

debts.  In a judgment (no. 7822/1992) of 28 July 1992, the Court of

Appeal placed Fix Brewery under the special procedure provided for in

Law no. 1892/90 and entrusted the task of winding up the company to a

subsidiary of the National Bank of Greece (section 46 (1) of the Law -

see paragraph 47 below).

37.   By a joint decision of the Ministers for Finance, the Environment

and Public Works of 2 March 1993, the Syngrou Avenue site was

expropriated, the cost being borne by a State undertaking responsible

for building the Athens underground train system.

38.   On 11 June 1993 the National Bank of Greece acquired all the

brewery's remaining movable and immovable assets, situated in Athens

and in other Greek towns.

II.   Relevant domestic law

A.    Legislation concerning development plans

39.   The publication and amendment of development plans are governed

by the legislative decree of 17 July and 16 August 1923.  As regards

the authority with competence to draw up such plans, section 3 (2)

provides as follows:

      "Development plans with explanatory reports and memoranda shall

      be approved by presidential order promulgated on a proposal by

      the Minister for Transport and after the relevant municipal

      council and the Minister for Public Works have been consulted.

      The opinion of the municipal council is purely advisory and the

      minister may in any case reject or vary the plans proposed by

      municipal councils."

      It appears from this provision that the only authority competent

to approve a development plan is the Minister for Transport or a

provincial governor, who carries out some of the latter's duties.  The

amendment to the development plan begins to produce its effects once

the minister's decision approving it has been published in the Official

Gazette.

40.   Section 8 (1) of the legislative decree provides:

      "In order to commence the procedure for the implementation of a

      new development plan, a total ban on building in all or certain

      sectors of the town or community affected by the development plan

      may be imposed by presidential order for a maximum period of one

      year.  The same order may define the conditions subject to which

      construction work may be undertaken.  The period of one year may

      be extended by two years if it is established that studies

      concerning the new development plan have made clear progress.

      The above-mentioned restrictions and prohibitions may give rise

      to an entitlement on the part of any injured party to

      compensation paid by the State or the Municipality."

41.   Proposals for the amendment of a development plan may be made by

any private-law or public-law legal person or entity.  Municipalities

may also submit such proposals in accordance with section 21 (1), (2)

and (3) of the decree of 22 April 1929 as amended by the presidential

order of 25 June and 21 August 1943, which is worded as follows:

      "1.  Development plans or amendments to such plans submitted for

      the approval of the competent minister shall be accompanied by

      all the objections raised by members of the public and by the

      relevant comments of the Municipality concerned ...

      2.  No amendment to a development plan shall be submitted to the

      minister if it does not serve the public interest ...  The

      amendment shall be notified to the persons whose property will

      be affected by the proposed amendment.  The Municipality shall

      duly certify such notifications.

      In addition to the individual notifications mentioned above, a

      declaration shall be posted up at all the central points of the

      town ... and the proposed amendment shall be published in the

      local newspapers ..."

42.   As regards the Municipality of Athens, the presidential order of

29 December 1986, which came into force on 21 January 1987, provides

that the Municipal Council is to have responsibility for approving

amendments to the development plan and is empowered to issue building

prohibitions pursuant to section 8 of the decree of 17 July and

16 August 1923.  Section 1 of the presidential order provides, inter

alia:

      "In the Municipality of Athens, any amendment of the development

      plan must be effected by order of the Municipal Council ...

      ..."

B.    Law no. 1386/83 of 5 August 1983 establishing the Business

      Revival Agency

43.   The Business Revival Agency was established by Law no. 1386/83

of 5 August 1983 and is a limited company under the supervision of the

State.

      It is intended to serve the public interest and its purpose is

to contribute to the country's economic and social development by

putting businesses on a sound financial footing, importing and applying

technological know-how and developing Greek technological know-how, and

setting up and running nationalised or semi-public businesses

(section 2 (2) of the Law).

      To achieve these objectives the OAE may, among other things, take

over the running of businesses being rehabilitated or nationalised,

acquire shareholdings in businesses, grant loans to businesses in which

it has an interest or give guarantees for such loans, issue debenture

loans and transfer shares to employees or to organisations representing

them, local authorities or other public-law entities (section 2 (3) of

the Law).

44.   The relevant provisions of Law no. 1386/83 provide:

                               Section 5

               "Conditions for making a business subject

                     to the provisions of this Law

      1.  By an order of the Minister for Economic Affairs, issued

      after consultation of the advisory committee ..., the provisions

      of this Law may be applied to businesses

      (a) which have suspended or ceased their activities for financial

      reasons;

      (b) which have suspended payments;

      (c) which are insolvent or have been placed under the management

      of their creditors or under provisional management or which have

      gone into liquidation ...;

      (d) whose total liabilities are five times greater than the sum

      of their capital and apparent reserves and which are manifestly

      unable to meet their liabilities; ...

      (e) which concern the country's defence or are of vital

      importance for the development of national resources or whose

      main object is the provision of public services and which are

      manifestly unable to meet their liabilities;

      (f) which request application of the provisions to them.

      2.   For the purposes of applying the preceding subsection,

      ...

      (c) `manifestly unable to meet their liabilities' means: (a) a

      fall in production and in the number of employees due to the lack

      of liquid assets; (b) an accumulation of debts due; and (c) a

      deterioration in the liquidity indicators.  This situation may

      also be proved by a declaration by one or more banks which are

      the business's main source of finance to the effect that they

      will no longer maintain their financial support.

      ..."

                               Section 6

               "Procedure for making a business subject

                     to the provisions of this Law

      1.  The order by the Minister for Economic Affairs making the

      business subject to the provisions of this Law ... shall be made

      (a) at the request of the business;

      (b) ...

      (c) at the request of a bank or of the administrative authorities

      or of a public-law entity where these have matured claims against

      the business;

      (d) at the request of the business's creditors other than those

      mentioned in paragraphs (b) and (c) whose claims represent at

      least 20% of the business's outstanding debts...;

      (e) at the request of the ... trustee in bankruptcy or of the

      insolvent firm.

      ..."

                               Section 7

            "Provisions on the rehabilitation of businesses

      The order by the Minister for Economic Affairs ... may provide

      for

      1.  Management of the firm by the OAE, in accordance with

      section 8;

      2.  The satisfaction of the business's obligations in such a way

      as to ensure its viability

      (a) by an increase in the capital by means of contributions of

      new assets or by the conversion of existing debts into shares ...

      ...

      3.  Winding-up, in accordance with section 9 of this Law."

                               Section 9

                     "Special winding-up procedure

      1.  Where no agreement within the meaning of section 8 is

      concluded ..., the Court of Appeal within whose jurisdiction the

      registered office of the firm in question is located shall

      appoint, at the request of the OAE or any other person with a

      sufficient interest, a liquidator, who must proceed, in

      accordance with the provisions of the present section, to wind

      up the business ...

      2.  Winding-up is governed by the provisions of sections 18-22

      of Decree no. 3562/1956 'placing limited companies under the

      administration and management of creditors and under the special

      winding-up procedure'.

      During the winding-up, the liquidator may continue to run the

      business or parts of it.

      3.  In order to reimburse the creditors, the liquidator shall

      draw up a list pursuant to the provisions of Articles 975-979 and

      1007 of the Code of Civil Procedure.  The list shall be drawn up

      after the creditors have made themselves known to the liquidator

      within a period of two months following the publication of the

      relevant notice in two daily newspapers ...

      4.  In distributing the proceeds of the winding-up, preference

      shall be given to the debts of the OAE incurred during its

      provisional management of the business and deemed to qualify as

      preferential debts for the purposes of Article 975 of the Code

      of Civil Procedure.

      ..."

C.    Introductory Law to the Civil Code

45.   The following provisions of the Introductory Law (Isagogikos

Nomos) no. 2783/41 to the Civil Code are relevant:

                              Section 104

      "The State shall be liable in accordance with the provisions of

      the Civil Code concerning legal persons, for acts or omissions

      of its organs regarding private-law relations or private

      property."

                              Section 105

      "The State shall be under a duty to make good damage caused by

      the unlawful acts or omissions of its organs in the exercise of

      public authority, except where the unlawful act or omission is

      intended to serve the public interest.  The person responsible

      shall be jointly and severally liable, without prejudice to the

      special provisions on ministerial responsibility."

                              Section 106

      "The provisions of the two preceding sections shall also apply

      in regard to the liability of municipalities and other public-law

      persons for the damage caused by the acts or omissions of their

      organs."

D.    Section 22 of Law no. 1539/38 "on the protection of public land"

      (as supplemented by section 30 of Law no. 3800/57)

46.   This provision was kept in force by section 52 (18) of the

Introductory Law to the Code of Civil Procedure and applies by analogy

to the protection of land owned by local government entities.

      Where possession of a specific parcel of land is disputed between

a State body and a private individual, the two parties may - the former

simply by letter and the latter by a formal application - ask State

Counsel at the Court of First Instance to make an interim order

resolving the dispute.  As soon as he receives the letter or the

application, State Counsel must, if possible the same day, visit the

site and either order that the site be restored to its original

condition or - where there is some doubt as to who is entitled to

possession or if the possession does not entail any serious prejudice

to third parties - prohibit any step concerning possession of the

property until the court has given its decision.

      An appeal lies against State Counsel's decision to State Counsel

at the Court of Appeal and must be lodged within two months of the

notification of the decision to the State or to the private party.

      The case-law has established that State Counsel's competence in

this area is to be regarded as an administrative power properly so

called.  His decision does not have final effect and does not resolve

the question of who holds the right of ownership; it merely determines

the person with possession of the disputed property.

E.    Section 46 (1) of Law no. 1892/90

47.   Section 46 (1) of Law no. 1892/90 provides that at the request

of creditors representing at least 51% of the total debt of a company,

the Court of Appeal is to set in motion the special winding-up

procedure provided for in this section.  In such circumstances the

Court of Appeal must appoint as liquidator a bank legally established

in Greece, or a subsidiary of such a bank, to be designated by the

creditors themselves.  This procedure may also be imposed on a company

that is already in liquidation and where substantial assets have not

yet been auctioned off.

F.    Law no. 2190/1920 on limited companies and the relevant

      provisions of the Civil Code concerning corporations

      (Articles 61-78) and of the Code of Civil Procedure

      1.  The legal personality of limited companies

48.   A limited company acquires legal personality as soon as the

prefect has approved its setting up and its articles have been entered

in the register of companies - kept at the prefecture of the place

where the company has its registered address (sections 4 (2) and

7b (10) of the Law).  Legal personality gives the company autonomy in

relation to its founders and its shareholders, confers on it its own

name, nationality and a registered address, as well as legal capacity

(Article 62 of the Civil Code) and the right to take legal proceedings

(Articles 62 para. 1 and 63 para. 1, sub-paragraph 1, of the Code of

Civil Procedure).

      Limited companies have their own assets which are distinct from

the individual assets of the shareholders.  The latter have no right

of ownership over their investment in the company.  Their participation

is solely financial.  They are not personally liable for the company's

debts.

      2.  The rights of minority shareholders

49.   Shareholders who represent 5% of the capital may request, by

application to the board of directors, that an extraordinary general

meeting of shareholders be called (section 39 (1) of the Law).

      In addition, on an application by shareholders representing a

third of the capital, lodged five days before the general meeting - and

provided that these shareholders are not represented on the board of

directors -, the board must inform them how the company's business is

faring and what its assets are (section 39 (5) (a)).  The board may for

specific reasons mentioned in the minutes of the general meeting refuse

to provide this information (section 39 (5) (b)).  The same proportion

of shareholders may also request the competent court of first instance

to order an inspection of the company where it appears that the

business is not being run in accordance with the rules of sound

management (section 40 (3) (a)).  The court then entrusts the duty of

carrying out the inspection to one or more special inspectors of

companies (section 40a).  If the inspectors find that offences have

been committed, they must submit their report to the relevant

prosecuting authority (section 40c (1)).

      3.  Article 786 para. 3 of the Code of Civil Procedure

50.   Article 786 para. 3 of the Code of Civil Procedure provides:

      "The court may, at the request of a person having an interest

      entitling him to take proceedings, replace the interim board or

      the liquidators on serious grounds ..."

PROCEEDINGS BEFORE THE COMMISSION

51.   The applicant companies applied to the Commission on

29 November 1988.  They complained of the unlawful interference of the

Municipality of Athens with their right to the peaceful enjoyment of

their possessions as guaranteed under Article 1 of Protocol No. 1

(P1-1).  They further alleged a violation of Articles 6 and 13

(art. 6, art. 13) of the Convention in that it was not possible for

them, under Greek law, as Fix Brewery's shareholders to take

proceedings in a court and to secure legal protection of their rights.

      The Commission declared the application (no. 14807/89) admissible

on 12 February 1992.  In its report of 10 March 1994 (Article 31)

(art. 31), it expressed the opinion that there had been a violation of

Article 1 of Protocol No. 1 (P1-1) (thirteen votes to two), but not of

Articles 6 (art. 6) (eleven votes to four) and 13 (art. 13) (nine votes

to six) of the Convention.

      The full text of the Commission's opinion and of the four

separate opinions contained in the report is reproduced as an annex to

this judgment (1).

_______________

1.  Note by the Registrar: for practical reasons this annex will appear

only with the printed version of the judgment (volume 330-A of

Series A of the Publications of the Court), but a copy of the

Commission's report is obtainable from the registry.

_______________

FINAL SUBMISSIONS TO THE COURT

52.   In their memorial the Government asked the Court to dismiss the

application as "inadmissible or unfounded on the merits".

53.   The applicant companies requested the Court:

      "- to hold that their rights under the second rule of

      paragraph 1 of Article 1 of Protocol No. 1 (P1-1) have been

      violated and to award fair compensation in respect thereof under

      Article 50 (art. 50) of the European Convention;

      - to award the amount of 20,000,000 drachmas for the costs and

      expenses incurred."

AS TO THE LAW

54.   The applicant companies complained in the first place of a breach

of Article 1 of Protocol No. 1 (P1-1) inasmuch as the measures adopted

by Athens Municipal Council with regard to the sites owned by Fix

Brewery (see paragraphs 9, 10, 12 and 13 above), taken together,

amounted to an unjustified interference with their right to the

peaceful enjoyment of their possessions.  They maintained secondly that

there had been a breach of Articles 6 and 13 (art. 6, art. 13) of the

Convention in that it was not possible under Greek law for them, as

shareholders of the Brewery, to institute proceedings in a court.

I.    ARTICLE 1 OF PROTOCOL No. 1 (P1-1)

55.   The Government contended by way of primary submission, as they

had done before the Commission, that the application was inadmissible

because it was incompatible ratione temporis and ratione personae with

the provisions of the Convention and because the applicant companies

had failed to exhaust domestic remedies and to comply with the

six-month time-limit laid down in Article 26 (art. 26) of the

Convention.

A.    Lack of jurisdiction ratione temporis

56.   The Government submitted firstly that the applicant companies'

complaints were caught by the temporal restriction contained in

Greece's declaration concerning Article 25 (art. 25) of the Convention,

which is worded as follows:

      "... the Government of Greece recognises, for the period

      beginning on 20 November 1985 and ending on 19 November 1988, the

      competence of the European Commission of Human Rights to receive

      petitions addressed to the Secretary General of the Council of

      Europe, [after 19 November 1985,] by any person, non-governmental

      organisation or group of individuals claiming, in relation to any

      act, decision, facts or events subsequent to this date, to be the

      victim of a violation of the rights set forth in the Convention

      and in the Additional Protocol (P1-1) ..."

      The Government argued that the measures alleged to be contrary

to the Convention, namely the Mayor of Athens's declarations in 1979

and 1980 of his intention to expropriate the Syngrou Avenue and the

Patission Street sites (see paragraphs 9 and 10 above), the putting up

of the signs in 1981 (see paragraph 13 above) and the planting of trees

on the contested part of the Syngrou Avenue site (see paragraph 12

above) were instantaneous acts which occurred and caused their

allegedly prejudicial effects before the critical date of

20 November 1985.

      Even if it were accepted that the situation of which the

applicant companies complained subsisted after 1985, that would be true

only for the company itself and not for its shareholders, who, for

their part, had suffered since that date only the consequences of the

alleged violation.

      Neither the fact that the signs were kept in place nor the

planting of trees was sufficient for the alleged violation to acquire

a continuous character.  The signs had remained because Fix Brewery -

which at the time had been under the full control of its shareholders -

had failed to institute legal proceedings to have them removed.  As

regards the trees, State Counsel's order of 3 November 1981 (see

paragraph 12 above) had been complied with and Fix Brewery's action of

12 March 1982 for a declaration recognising its right of ownership over

that part of the site had been declared inadmissible (see paragraph 12

above).

57.   In its decision on the admissibility of the application, the

Commission found that the applicant companies' complaints related to

a continuing situation because some of the contested measures continued

after 20 November 1985 and up to the Commission's decision.

58.   A preliminary study of the case leads the Court to conclude that

it may be possible to regard the successive actions of Athens Municipal

Council as a series of steps amounting to a continuing violation and

indicating the existence of a plan by the Municipal Council to purchase

the two sites at the lowest possible price.

      It does not, however, consider it necessary to give a final

ruling on this issue, because it must first examine the objection based

on the applicant companies' lack of the status of "victim", which is

more fundamental than the objection of lack of jurisdiction ratione

temporis.

B.    Lack of the status of "victim"

59.   According to the Government, the applicant companies lack the

status of "victim" within the meaning of Article 25 (art. 25) of the

Convention.

      Only a person whose personal interests have been directly

affected could have that status.  Acts which cause prejudice to a

limited company do not directly affect the personal interests of the

shareholders, except perhaps where there is only one shareholder, who

is at the same time the sole director of the company.  The fact that

the shareholders suffer the indirect effects of such acts - as do

moreover all those who have a financial relationship with the company,

such as for instance its creditors - is not in itself sufficient for

them to acquire the status of "victims" within the meaning of

Article 25 (art. 25).

      The Government maintained generally that to accord the

shareholders of a limited company such as Fix Brewery the right to

apply to the Convention institutions in respect of alleged violations

directly affecting such a company would overturn the rules on the

setting up and operation of companies and the principles governing the

administration of justice.  A limited company had its own legal

personality and held possessions that were distinct from those of the

shareholders so that a measure taken against it would concern only

indirectly persons having financial links with it or interests in it

such as creditors or shareholders.  To allow the latter a right of

management or representation of the company or to permit them to

substitute themselves for the organs set up under the company's

articles would create a source of uncertainty in commercial

transactions and relations.

      Through the general meeting the majority shareholders admittedly

exerted an influence on the management of the company, although such

a majority, far from being fixed, varied with the passing of time as

new investors bought shares or new alliances were concluded.  Certain

limits should, however, be imposed on the rights of shareholders in

particular where the rights of other persons, for instance creditors,

were threatened because of the company's financial difficulties.  The

piercing of the "corporate veil" was justified in such circumstances

to identify - behind the appearances - the true interests at stake.

60.   More specifically, since 1975 Fix Brewery's business had

considerably declined.  In a few years it had accumulated such

extensive debts that it had decided to cease payments and to mortgage

parts of the Syngrou Avenue and Patission Street sites, with the result

that its ownership of these properties was purely theoretical.

Moreover the properties in question were the sole guarantee that it

would honour at least part of its debts.  Consequently, the piercing

of the "corporate veil" in favour of a notional majority of

shareholders, such as that of the applicant companies, failed to

identify the interests that were really affected by the fate of Fix

Brewery.  The applicant companies' interests were entirely

insignificant, or indeed non-existent, compared with those of the

creditors.  This also explained their inactivity or negligence in

exercising their rights, both within the company's organs and in the

courts.  They had nothing of their own to defend.

      As regards the application to Fix Brewery of the procedure

provided for in Law no. 1386/83, the liquidators appointed by the

Athens Court of Appeal had performed their duties in a wholly

satisfactory manner.  There had never been any disagreement or conflict

between them and the applicant companies justifying the piercing of the

"corporate veil" in this respect.  Finally, not only had the applicant

companies failed to ask the liquidators to avail themselves of certain

remedies, they had also released them from all liability.

61.   The applicant companies drew attention to the fact that, as was

clear from the judgment of the Athens Court of Appeal (see

paragraph 20 above), the special liquidators appointed pursuant to

section 9 of Law no. 1386/83 enjoyed, with effect from their

appointment, exclusive power to manage and represent the company in

liquidation.  It followed that not only did the shareholders no longer

have the capacity to take proceedings, but the company itself was

deprived of its right to challenge in the courts any questionable

decision taken by the liquidators.

      Furthermore, the liquidators had failed to protect the company's

interests.  They had not defended those interests in the Supreme

Administrative Court.  They had not authorised its lawyer to represent

it during the proceedings relating to the application to it of Law

no. 1386/83 and had not supported the action brought against that

decision by the company's first liquidators appointed by the general

meeting.  They had in short proved loyal to the OAE - which in fact

exercised control over their management - and to the National Bank of

Greece and had completely disregarded the shareholders.

62.   The Court notes at the outset that the applicant companies did

not complain of a violation of the rights vested in them as

shareholders of Fix Brewery, such as the right to attend the general

meeting and to vote.  Their complaint was based exclusively on the

proposition that the alleged violation of the Brewery's right to the

peaceful enjoyment of its possessions had adversely affected their own

financial interests because of the resulting fall in the value of their

shares.  They considered that the financial losses sustained by the

company and the latter's rights were to be regarded as their own, and

that they were therefore victims, albeit indirectly, of the alleged

violation.  In sum, they sought to have the company's corporate veil

pierced in their favour.

63.   In its decision on the admissibility of the application, the

Commission reached the conclusion that the question whether a

shareholder may claim to be a victim of measures affecting a company

cannot be determined solely on the basis of whether he is a majority

shareholder.  This aspect provides an important, objective indication,

but other considerations may also be relevant, regard being had to the

specific circumstances of each case.

      Thus in some cases the Commission has considered whether an

applicant shareholder was carrying out his own business through the

company and whether he had a personal interest in the subject-matter

of the complaint.  In one case the Commission regarded it as decisive

that it had been open to the company itself as the direct victim to

apply to the Commission.  The Commission appears to have relied on the

latter criterion to dismiss the Government's objection in the present

case.  The fact that Fix Brewery was subject to a special liquidation

procedure meant that it was essentially and effectively under the

control of the State so that it was not reasonably an option for the

company to lodge a complaint against Greece.

64.   However, in its report the Commission seems to accept that where

a violation of a company's rights protected by Article 1 of

Protocol No. 1 (P1-1) results in a fall in the value of its shares,

there is automatically an infringement of the shareholders' rights

under that Article (P1-1).

      The Court considers that such an affirmation seeks to establish

a criterion - and in the Court's view an unacceptable one - for

according shareholders locus standi to complain of a violation of their

company's rights under Article 1 of Protocol No. 1 (P1-1).

65.   It is a perfectly normal occurrence in the life of a limited

company for there to be differences of opinion among its shareholders

or between its shareholders and its board of directors as to the

reality of an infringement of the right to the peaceful enjoyment of

the company's possessions or concerning the most appropriate way of

reacting to such an infringement.  Such differences of opinion may,

however, be more serious where the company is in the process of

liquidation because the realisation of its assets and the discharging

of its liabilities are intended primarily to meet the claims of the

creditors of a company whose survival is rendered impossible by its

financial situation, and only as a secondary aim to satisfy the claims

of the shareholders, among whom any remaining assets are divided up.

      To adopt the Commission's position would be to run the risk of

creating - in view of these competing interests - difficulties in

determining who is entitled to apply to the Strasbourg institutions.

      The Commission's view would also engender considerable problems

concerning the requirement of exhaustion of domestic remedies.  It may

be assumed that in the majority of national legal systems shareholders

do not normally have the right to bring an action for damages in

respect of an act or an omission that is prejudicial to "their"

company.  It would accordingly be unreasonable to require them to do

so before complaining of such an act or omission before the Convention

institutions.  Nor could, conversely, a company be required to exhaust

domestic remedies itself, because the shareholders are of course not

empowered to take such proceedings on behalf of "their" company.

66.   Concerned to reduce such risks and difficulties the Court

considers that the piercing of the "corporate veil" or the disregarding

of a company's legal personality will 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.  The Supreme Courts

of certain member States of the Council of Europe have taken the same

line.  This principle has also been confirmed with regard to the

diplomatic protection of companies by the International Court of

Justice (Barcelona Traction, Light and Power Company Limited, judgment

of 5 February 1970, Reports of judgments, advisory opinions and orders

1970, pp. 39 and 41, paras. 56-58 and 66).

67.   In the Commission's opinion, the criterion for regarding the

applicant companies as "victims" is satisfied as, following the

ministerial order of 8 November 1983 (see paragraph 17 above), Fix

Brewery was under the control of the State and could therefore

reasonably be held to be in a position in which it was impossible for

it to apply to the Convention institutions.  The Court does not share

this view.

68.   In the first place, when the applicant companies lodged their

application with the Commission in 1988, Fix Brewery, although in the

process of liquidation, had not ceased to exist as a legal person.  It

was at that time represented by its two liquidators, who had legal

capacity to defend its rights and therefore to apply to the Convention

institutions, if they considered it appropriate.  There is no evidence

to suggest that at the material time it would have been impossible as

a matter of fact or of law for the liquidators to do so.

69.   The Court notes in this connection that the ministerial order of

8 November 1983 had not applied the provisions of section 8 of Law

no. 1386/83 to the Brewery, which would have led to its being managed

by the OAE.  That order in fact merely varied the conditions of the

liquidation that the company itself had just decided (see paragraph 15

above).  Thus the Athens Court of Appeal appointed, just as the general

meeting had done, two liquidators, one representing the interests of

the main creditor and the other those of the company.  There are no

grounds for doubting that the task of these liquidators was, like a

trustee in bankruptcy, to liquidate the company's assets in the

interests both of the creditors and the shareholders, or that, de facto

and de jure, they were free to carry out that task as they saw fit.

70.   The Court notes further that there is no reason to suppose that

the liquidators failed to perform their duties satisfactorily.  On the

contrary, there is sufficient evidence to show that they took all the

measures that they considered to be in the interests of the insolvent

company's assets.  This is clear, as regards the properties in issue,

from their representations to the Mayor of Athens on 8 June 1988 (see

paragraph 25 above), their application to State Counsel at the Athens

Court of First Instance on 10 April 1989 (see paragraph 31 above) and

the applications lodged with the Supreme Administrative Court for

judicial review of the municipal orders amending the development plan

and proclaiming the expropriation of the Syngrou Avenue site (see

paragraph 32 above).  The Athens Court of Appeal found that the

liquidators had performed their duties in a particularly diligent

manner (judgment no. 10261/1990 of 2 October 1990 - see paragraph 35

above).

      Finally, it should be recalled that if it had been otherwise the

applicant companies could, according to the Athens Court of Appeal in

its decision of 2 October 1990 (see paragraph 35 above), have taken

steps to have the liquidators replaced.  The applicant companies denied

this, but have failed to convince the European Court that the Court of

Appeal misconstrued national law.  The Court notes in addition that in

two letters dated 18 July 1986 and 28 May 1990, served by bailiff, the

applicant companies gave the liquidators instructions, indicated their

opinion and requested them to take more effective measures to protect

the interests of Fix Brewery's creditors and shareholders (see

paragraphs 23 and 34 above).

71.   In sum it has not been clearly established that at the time when

the application was lodged with the Commission it was not possible for

Fix Brewery to apply through its liquidators to the Convention

institutions in respect of the alleged violation of Article 1 of

Protocol No. 1 (P1-1) which is the basis of the applicant companies'

complaint.  It follows that the latter companies cannot be regarded as

being entitled to apply to the Convention institutions.

72.   This conclusion makes it unnecessary to examine the other

objections raised by the Government in relation to the alleged

violation of Protocol No. 1 (P1).

II.   ARTICLES 6 AND 13 (art. 6, art. 13) OF THE CONVENTION

73.   According to its report the Commission understood the applicant

companies' complaint under Articles 6 and 13 (art. 6, art. 13) of the

Convention to be the following: they complained that the national legal

system did not give them, as Fix Brewery shareholders, the right to

take proceedings in the courts to challenge the actions of Athens

Municipal Council or to seek damages in respect of such actions.

      The Court shares the Commission's opinion that this complaint

must be dismissed.  Neither Article 6 nor Article 13 (art. 6, art. 13)

imply that under the national law of the Contracting States

shareholders in a limited company should have the right to bring an

action seeking an injunction or damages in respect of an act or

omission that is prejudicial to "their" company (see paragraph 65

above).

74.   In their additional memorial and their oral argument, the

applicant companies claimed that the true issue in relation to

Articles 6 and 13 (art. 6, art. 13) was that neither Fix Brewery nor

its shareholders had any remedy whatsoever against the steps taken by

the liquidators.

75.   The Court reiterates that, under the Convention, the compass of

the case before it is delimited by the Commission's decision on

admissibility (see, among many other authorities, the Helmers v. Sweden

judgment of 29 October 1991, Series A no. 212-A, p. 13, para. 25).

      It cannot be ruled out that it may be possible in this context

for an applicant to plead before the Court that a different

construction should be placed on a complaint declared admissible by the

Commission than that adopted by the latter (see the Kefalas and Others

v. Greece judgment of 8 June 1995, Series A no. 318-A, p. 19,

para. 44).  However, the Court observes that the applicant companies

have not shown this to be the case and it therefore lacks jurisdiction

to take cognisance of this complaint.

FOR THESE REASONS, THE COURT

      Holds by eight votes to one that it cannot take cognisance of the

      merits of the case.

      Done in English and in French, and delivered at a public hearing

in the Human Rights Building, Strasbourg, on 24 October 1995.

Signed: Rolv RYSSDAL

      President

Signed: Herbert PETZOLD

      Registrar

      In accordance with Article 51 para. 2 (art. 51-2) of the

Convention and Rule 53 para. 2 of Rules of Court A, the dissenting

opinion of Mr Walsh is annexed to this judgment.

Initialled: R. R.

Initialled: H. P.

                   DISSENTING OPINION OF JUDGE WALSH

1.    Joint stock companies are simply commercial devices for raising

capital, particularly when large sums are required which would normally

be beyond the private means of individuals.  Nevertheless if such a

company fails the ultimate losers are the individual shareholders.

They have the power to liquidate the company even when it is doing

well.  They are the beneficial owners of the assets even though the

legal ownership rests in the legal entity of the body corporate.

2.    While it is true to say that such a body corporate has neither

a soul to be damned nor a body to be beaten, nonetheless, the

shareholders have and the existence of the corporate entity gives no

protection to the shareholders as individuals against the loss in value

of their shares or against criminal or civil liability for their

individual activities in the commercial advancement of the companies.

3.    It appears to me to be anomalous that the defence of human rights

in the field of property, or otherwise, should yield to the

commercially sacred impenetrability of the "corporate veil".

4.    In the present case the fact that the applicants are themselves

bodies corporate does not affect the principle because such bodies are

composed of individuals each of whom has property rights.  Shareholders

may complain of the violation of their own rights and insofar as they

complain of injustice to their corporate image they are in fact seeking

to protect their individual property rights to the extent thereof.

5.    Ordinary joint stock companies are to be distinguished from

special bodies created by statute or by royal grant which may not in

fact have any shareholders.

6.    In my opinion the applicant bodies may be treated as the