Restricted Shares Can Be Classified As Securities: Insight From The Rulings Schaerbeek And Linkebeek (C-627/23)

This contribution analyses the Court of Justice of the European Union’s judgment in Commune de Schaerbeek and Commune de Linkebeek v Holding Communal SA (Case C-627/23), which clarifies the scope of the concept of “transferable securities” under the Prospectus Directive. The article examines how the Court adopts a broad and functional interpretation of negotiability, holding that shares subject to transfer restrictions may nonetheless qualify as securities where such restrictions do not render transfer impossible or excessively difficult. By focusing on the relationship between negotiability, investor protection, and market integration, the analysis highlights the implications of the ruling for public offers involving sub-national authorities and for the application of prospectus obligations. The contribution situates the judgment within the broader framework of EU securities regulation and the objectives of the Capital Markets Union, assessing its impact on legal certainty, market access, and the balance between regulatory harmonisation and proportionality.