Court suspends liquidation of two companies

The District Court in Warsaw, at the request of RKKW Client, suspended the effectiveness of resolutions of shareholders’ meetings of two companies about their dissolution, opening of liquidation and appointment of liquidators. The resolutions are an element of a wider corporate dispute between the shareholders of the companies.

A client of RKKW is a shareholder of several companies in one capital group, and in some of them he additionally sits or has sat on the board of directors. Some of the shareholders have taken actions aimed at complete takeover of the holding company’s assets and deprive the RKKW Client of any influence on the fate of the group. The latest manifestation of these hostile actions was the attempt to liquidate two companies in which RKKW Client holds half of the shares. Taking advantage of the involuntary absence of RKKW Client at the shareholders’ meeting of these companies, the other shareholder adopted resolutions on their dissolution, opening of liquidation and appointment of liquidators.

RKKW’s client filed motions to suspend the effectiveness of these resolutions, alleging that they were adopted in violation of a number of procedural provisions. The plaintiff pointed out, first of all, that resolutions on dissolution of both companies were adopted despite the fact that the agenda did not explicitly provide for such a possibility (it referred only to resolutions on continued existence of the companies). He also pointed to possible irregularities in convening both meetings, as a result of which he could not participate in them. He further argued that the resolutions were aimed at harming him and were contrary to good practice.

The District Court in Warsaw suspended the effectiveness of the resolutions of the first company, fully sharing the plaintiff’s argumentation. The second motion was dismissed. The court held that the plaintiff did not have standing to challenge the resolutions. However, as a result of a complaint filed by Client RKKW, the District Court in Warsaw (in a different composition) changed the appealed decision and granted security in accordance with the plaintiff’s request. At the same time the court dismissed the complaint of the respondent company filed against the first order of security. As a result, the orders to grant security are legally binding.

The Client in both cases is represented by Konrad Oleszczuk, attorney-at-law, while the project is coordinated by Aneta Pankowska, attorney-at-law (partner).