RKKW Client obtained four injunctive relief orders in disputes under the Act on Public Offering

As of April 2021, the District Court in Warsaw has already secured RKKW Client’s claims four times in a complex corporate dispute. Although in fact there were several legal proceedings, they all had a common denominator – acting in concert within the meaning of the Act on Public Offering (unlisted on the market) and action without announcing a tender offer for shares.

The first security measure was granted by the court in April 2021. The court prohibited two shareholders of a public company on the main market of the Warsaw Stock Exchange from exercising voting rights attached to their shares.

Then the story of the escape from the said ruling began. First, the individuals who had been deprived of the right to vote on the shares called a general meeting of the issuer and then immediately sold all the shares to supposedly independent Polish companies.

In June the Court stayed the effectiveness of resolutions passed by the votes of the said companies during a purported general meeting of this public company, which was to be held in May 2021 – the Court secured a claim to establish the non-existence of these resolutions.

In July the District Court in Warsaw found that the designated companies (which joined the agreement between the individuals) could not exercise voting rights.

In reaction to the aforementioned rulings, another transfer of shares occurred. This time the shares went to a company registered in Malta. In October The Court again (for the fourth time) secured RKKW’s Client’s claim. It concerned the determination of the non-existence of resolutions of another alleged general meeting of a public company, which were to be passed by the votes of the said Maltese investor.

This case confirms that the transfer of shares of a public company to successive entities controlled by the original violators, which occurred after the sanction had been set forth in the Act on Public Offering, does not have the effect expected by the violators.

The RKKW team led by RKKW partner Dariusz Kulgawczuk with the support of Karol Maciej Szymański (RKKW Managing Partner), Dagmara Błaszkiewicz (Senior Associate) as well as Aleksandra Ługowska (Associate) and Ernest Kosa (Associate) has been involved in the project from the beginning.