Success of the Law Firm’s Client:

Our client is a limited liability company operating in the traffic construction sector.

Due to the dynamic development of the company, the shareholders adopted a resolution to increase the share capital by more than 500%.

One of the shareholders holding several percent of the shares challenged the resolution to increase the share capital and filed a security claim for revocation of the resolution.

In his view, the resolution harms the shareholder and violates good morals.

The District Court in Białystok granted security to the minority shareholder by suspending the registration proceedings.

At the same time, after filing the application for security, the minority shareholder took up 1/5 of the shares to which he was entitled under the priority right, despite the fact that he indicated as an argument justifying his disadvantage that he did not have any funds to take up the shares.

On the other hand, in the second deadline for taking up the shares, the minority shareholder declared that he wanted to take up all the unsubscribed shares, i.e. even more than he was entitled to under the priority right in the first round.

The Court of Appeal in Białystok in its decision of December 2023 did not share the position of the Court of First Instance.

Firstly, in the opinion of the SA, the Court of First Instance entered into the cognition of the registration court, which, according to the applicable regulations, is the only one with the power to suspend the registration proceedings.

Secondly, the Court of Second Instance pointed out that:

“(…) in the course of the proceedings in the present case, extensive evidence (documentary evidence) was presented which, contrary to the holder’s claims that the challenged resolution is contrary to good morals and harms him, shows concrete, economic reasons for the need to increase the share capital in the obliged company”.

The above case shows how consistency is very important in corporate disputes

.

One cannot, on the one hand, be in favour and want to take up more shares than one is entitled to under the priority right and, on the other hand, demand that the share capital increase process be halted.

The decision of the SA is final.

Following its issuance, the registration court validly registered the share capital increase.

In the course of the proceedings the Client was represented by the attorney-at-law Wojciech Bokina and apl. attorney-at-law Łukasz Laskowski.

Representation:

Laskowski