Court suspends twice unfavorable for our Client changes to the company’s articles of association

The District Court in Wroclaw has already twice suspended the enforceability of resolutions of the shareholders’ meeting of one of the companies regarding amendments to the company’s articles of association. The amendments expanded the catalog of grounds for compulsory redemption of shares.

RKKW’s client is a shareholder of one of the companies in the construction industry. At the end of 2022, the shareholders’ meeting of the company passed a resolution to amend the company’s articles of association. The amendment consisted of adding several provisions that expanded the catalog of grounds for compulsory redemption of shares. In the opinion of our client, objectivity of these amendments was ostensible, and in fact they were structured to redeem only his shares. Therefore, RKKW’s client challenged the resolution amending the articles of association, claiming, among other things, that it leads to circumvention of the provisions on exclusion of a shareholder. The District Court in Wroclaw fully agreed with the entitled party’s argument and suspended the enforceability of the resolution. The order is legally binding.

A few months later, the shareholders’ meeting passed another resolution to amend the articles of association on compulsory redemption of shares, the wording of which differed slightly from the earlier resolution. Only this time, the amendments were worded in such a way as to give the impression that they did not directly concern the RKKW Client. However, there was no doubt that they also targeted him as well this time. As a result, this resolution was also challenged, and the District Court in Wroclaw suspended its enforceability. The decision on securing claims is not final.

The client is represented in the litigation by attorney-at-law Konrad Oleszczuk with the support of advocate Joanna Lewtak, and the project is coordinated by Karol Maciej Szymanski – managing partner.