Procedural Background

This judgment of the Paris Court of Appeal addresses an application by the Hellenic Corporation of Assets and Participations SA (HCAP) for the retraction (rétractation) of the Court's prior ex parte judgment of 27 June 2019. The 2019 judgment had authorized Hellenic Shipyards SA (HSY) to execute a conservatory attachment (saisie-attribution) against funds held by HCAP at HSBC bank. This enforcement measure sought to satisfy an ICC arbitral award rendered against the Hellenic Republic (Greece) in favor of HSY. The central legal question before the Court was whether HCAP could be considered an emanation of the Greek State, thereby permitting the enforcement of a state liability against its assets.

The Court's Analysis on State Emanation

The Court undertook a detailed analysis of whether HCAP met the two-pronged test for state emanation under French law: the organic criterion (control by the state) and the patrimonial criterion (lack of a distinct patrimony). HCAP argued for its independence, a condition purportedly required for Greece to receive financial assistance from the European Stability Mechanism (ESM). HSY contended this independence was illusory.

The Court found that the organic criterion was satisfied. It held that despite HCAP's formal status as a private commercial company and the involvement of European institutions in its governance, the Greek State exercises permanent control and orientation. The Court highlighted the State's position as the sole shareholder, its authority as the supreme body of the company through the general assembly, and its determinative role in the supervisory board, which appoints the board of administration. This structure, the Court concluded, confers upon the State a preeminent and controlling role.

The Court also found that the patrimonial criterion was met. It reasoned that HCAP's capital was entirely provided by the State, its statutory mission is to manage, transfer, and hold assets belonging exclusively to the State, and its profits revert entirely to the State's benefit—either directly as dividends to reduce public debt or indirectly through reinvestment. The Court noted that HCAP performs no commercial activity other than its mission of reducing Greek debt and investing for the State. Consequently, the Court determined that HCAP does not possess a patrimony distinct from that of the Greek State.

Decision

The Paris Court of Appeal declared HCAP's application for retraction admissible but dismissed it on the merits. The Court affirmed the 2019 finding that HCAP is an emanation of the Greek State, confirming that its assets are subject to enforcement measures for the State's debts. The Court, however, declared inadmissible HSY's separate request to modify the original order to authorize a broader attachment against all of HCAP's accounts in France, holding that such a request exceeded the scope of a retraction proceeding. HCAP was ordered to pay HSY €3,000 pursuant to Article 700 of the Code of Civil Procedure and to bear the costs of the proceedings.