RKKW Client Wins Dispute To Establish Invalidity Of Share Donation Agreements

RKKW’s client, a public company operating in the construction industry, has become involved in a number of legal proceedings by one of its minority shareholders. The background to all cases is the alleged breach of disclosure obligations under the Public Offering Act by several other shareholders of the Company.

One of the disputes indicated, in which the client of RKKW has also been sued, is the case for determining the invalidity of the donation agreements made by the aforementioned minority shareholders. According to the plaintiff, the donations carry the sanction of absolute nullity due to the lack of intention to permanently dispose of the shares, but only to ‘park’ them to the descendants until the conclusion of the parallel proceedings against the donors and their children to determine the loss of voting rights on the shares of the RKKW Client. The Claimant also inferred that the Board of Directors of the Company is in a relevant agreement with the donors within the meaning of the Public Offering Act.

Within the framework of the proceedings, RKKW Lawyers argued, among other things, that the lack of an intention to definitively donate the shares could not constitute a reason for determining the invalidity of the agreement. Regardless of this, they also argued that the plaintiff had failed to prove only the provisional nature of the share transfer. They also disputed the legal interest of the RKKW Client’s opponent in establishing the invalidity of the donation agreements, demonstrating that these proceedings serve the Claimant’s sole purpose of securing the aforementioned proceedings to establish the loss of voting rights by the Defendants (as in the proceedings in question the Claimant obtained security for the claim by seizing the shares at issue in the case).

After the case was recognised, the Regional Court in Kielce dismissed the claim in its entirety, which allows the Client of RKKW to avoid corporate chaos by maintaining a stable shareholding structure in the company.

The judgment is not final.

RKKW’s team, led by attorney-at-law Dariusz Kulgawczuk, partner of RKKW, with the support of Karol Maciej Szymański, Managing Partner of RKKW, advocate Aleksandra Ługowska Associate and attorney-at-law Dagmara Błaszkiewicz Senior Associate, is involved in providing legal services in this case.