Four freezing orders for the benefit of RKKW’s Client in court disputes against the background of the Act on Public Offering

Since April 2021 the Regional Court has already issued four freezing orders to secure claims of RKKW’s Client in a multi-layered court dispute. We are writing here – about the dispute – in the singular because, although there are several disputes, they all have a common denominator – acting in concert within the meaning of the Act on Public Offering (not notified to market participants) and without the publication of the call for subscription for shares.

The first order was issued by the Regional Court in Warsaw which, in its decision of 19.4.2021 (still in force), prohibited two shareholders of a public company from the main market from exercising their voting rights under shares held by them (or to be more accurate – one shareholder and one entity used for the so-called “stock parking”).

This was the beginning of the story of the “flight” from the order mentioned, after which the shares wandered between Polish limited liability companies, to finally return to bank accounts of natural persons, and in the end – after a certain reshuffle – be transferred to a company in …Malta (a so-called “letterbox entity”).

The said “reshuffles” aimed at circumventing the imposed sanction of the withdrawal of voting rights – which were the result of efforts undertaken by RKKW’s associates – nevertheless proved practically pointless.

In June, the Regional Court in Warsaw suspended the effectiveness of resolutions adopted by the alleged General Meeting of that public company that supposedly had taken place in May, securing the claim to determine their non-existence (sic!). In July, it ruled for the second time that the specified shareholders (subsequent ones who acceded to the agreement) could not exercise their voting rights, and finally, on 15.10.2021, yet again it granted an injunction to secure the claim to determine non-existence of resolutions of another alleged General Meeting of the public company in question which were to have been adopted with the votes of the Maltese investor mentioned above.

…thus, 4 (four) freezing orders in total.

This case confirms that any transfers of shares of a public company – after the imposition of the sanction specified in Article 89 of the Act on Public Offering (…) – to further entities controlled by the original violators of law do not work.

The RKKW team managed by Dariusz Kulgawczuk, a legal advisor and a partner in RKKW, with the support of Karol Maciej Szymański, Managing Partner, Senior Associate Dagmara Błaszkiewicz who is a legal advisor, as well as Associate Aleksandra Ługowska and Associate Ernest Kosa have been involved in the project from the very start.