Law firm client’s success – repeal of surcharge resolution

The court ruled that the action of the majority shareholder, who brought about the adoption of additional contributions in a situation where the minority shareholder had refused a month earlier to “sell back” his shares to the majority shareholder for 1 PLN, “should be considered as an attempt to coerce the plaintiff to dispose of his shares in the defendant company in order to accelerate the process of winding down the company’s operations and transferring its assets to an affiliated company.” At the same time, the court agreed with the minority shareholder’s arguments and ruled that the additional contributions were not necessary in a situation where the management was seeking to wind down the company’s operations and transfer the production line abroad, and that the necessary funds for the company could have been obtained from the sale of assets. The adoption of additional contributions in such a situation therefore constituted a violation of good morals and harmed the minority shareholder, which justifies the annulment of the resolution on additional contributions.

The above judgment shows that a minority shareholder can effectively defend against corporate blackmail employed by a majority shareholder – states attorney Wojciech Bokina, who represented the minority shareholder. Also very encouraging is the judge’s conduct, who during the evidentiary proceedings indicated that circumstances that occurred after the adoption of the resolution on additional contributions were irrelevant, while in the judgment’s reasoning he agreed with the minority shareholder’s position and the Supreme Court case law cited by him, including the judgment of April 16, 2004, IV CK 607/04, that the execution of a resolution may also constitute harm to a shareholder – adds attorney Bokina.

The judgment is not final.