The Regional Court in Gdańsk upheld the complaint of the Firm’s client and granted her security by suspending the execution of resolutions amending the articles of association of a joint-stock company in the manufacturing sector worth over PLN 1 billion. The challenged resolutions granted the majority shareholder, personal rights to appoint members of the management and supervisory boards.
There is a dispute between the shareholders to determine the existence of joint entitlement from the majority shareholding in the company and proceedings for the division of assets. In the course of the family and corporate dispute, the majority shareholder decided to amend the company’s articles of association to provide it with the right to appoint and dismiss the President and 1 Vice President of the Management Board and to appoint and dismiss the Chairman and Vice Chairman of the Supervisory Board.
The Regional Court in Gdańsk, while accepting the Client’s complaint in this respect, stated that the challenged resolutions are contrary to good practice and harm the interests of shareholders. In justification of the decision, the Court indicated that:
It cannot be overlooked here that the impugned resolutions result, in a way, in separation of personal rights from the right to shares held in the Company. Therefore, one cannot completely reject the thesis, and may even consider it probable, that the indicated resolutions are intended to privilege (...) in the event of also losing or disposing of part or all of the shares. A different assessment would have to lead to undermining the sense and purpose of adopting resolutions concerning actions which the majority shareholder may also carry out using the mechanism previously provided for in the Articles of Association, by means of applicable resolutions of the Shareholders' Meeting, using the size of the shares and votes held. The breach of good morals here amounts to disregarding the principle of loyal action by shareholders, respecting also the interests of minority shareholders. What was contrary to good morals here was the purpose of the resolutions, which was to be regarded as plausible, and which did not come down to caring for the Company's affairs, but was an effort to promote the particular interests of the majority shareholder
Significantly, the Regional Court also pointed out that the registration of the contested resolutions does not preclude the suspension of their implementation, which results in the majority shareholder’s inability to exercise the personal rights introduced into the Articles of Association by the contested resolutions. The order granting security is final. The main proceedings are pending.
The client in the matters in question is represented by attorney-at-law Krzysztof Brysiewicz, attorney-at-law Wojciech Bokina, attorney-at-law Piotr Bordakiewicz from a law firm in Słupsk, and apl. rad. Bartosz Knyt.
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