Request for a preliminary ruling from the Tribunal Supremo (Spain) lodged on 20 December 2022 — M.S.G. and Others v Banco Santander, S.A.

(Case C-775/22, Banco Santander)

(2023/C 173/16)

Language of the case: Spanish

Referring court

Tribunal Supremo

Parties to the main proceedings

Appellants: M.S.G. and Others

Respondent: Banco Santander, S.A.

Question referred

Must the provisions of Article 34(1)(a) and (b), in relation to those of Article 53(1) and (3), Article 60(2), first subparagraph, points (b) and (c), and Article 64(4)(b), of Directive 2014/59/EU (1) be interpreted as meaning that, following the conversion into shares — and the subsequent transfer of those shares, without effective consideration — of subordinated obligations (tier 2 capital instruments) issued by a credit institution that is the subject of a resolution procedure and which were not accrued when that resolution procedure was adopted, persons who purchased those subordinated obligations before the start of such a resolution procedure are precluded from bringing, against that institution or against its successor entity, an action for a declaration of nullity in respect of the subscription contract for those subordinated obligations, seeking the reimbursement of the price paid to subscribe for the subordinated obligations, plus the interest accrued from the date of conclusion of the contract?

(1)  Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directive 82/891/EEC, and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU, and Regulations (EU) No 1093/2010 and (EU) No 648/2012, of the European Parliament and of the Council (OJ 2014 L 173, p. 190).