RKKW leads repeal of ban on clients exercising voting rights on shares
RKKW’s clients are Shareholders of a public company (the “Company”). A lawsuit has been filed against the Shareholders to establish the non-existence of the voting rights of the Company’s shares held by them based on the allegation of violation of the obligation to announce a tender offer for all the Company’s shares. Along with the lawsuit, the Shareholders’ opponent filed a motion to secure this claim, which the District Court granted in full. Namely, the Court decided to prohibit the Shareholders from exercising their voting rights on any of the Company’s shares held for the duration of the proceedings, while the Company itself was ordered by the Court to take the said prohibition into account. Moreover, the execution of this safeguard was guaranteed by the stipulation that the Shareholders or the Company must pay a fine for each violation of the described provision.
RKKW filed a complaint against the freezing order, pointing out that the Shareholders did not lose their voting rights, since in the facts of the case the obligation on their part to announce any tender offer for the Company’s shares did not materialize at all. In this regard, RKKW presented extensive arguments derived from a literal, systemic and purposive interpretation of the relevant legal provisions. In addition, the RCC challenged the adversary’s possession of a legal interest in obtaining collateral directed against the Shareholders and the Company.
The Court of Appeals shared RKKW’s position and, following the complaint, the decision of the Court of First Instance was amended, and the original request for security was ultimately dismissed in its entirety. As a result, RKKW’s actions not only led to the restoration of the Clients’ ability to exercise their voting rights at the Company’s general meetings, but also stabilized corporate governance at the Company again, eliminating the risk of a deepening internal dispute.
The case of RKKW’s Clients is conducted on the merits by Karol Maciej Szymanski – Managing Partner , while in the dispute they are represented by Katarzyna Półtorak – Senior Associate, legal counsel with the support of Dariusz Kulgawczuk – Partner, legal counsel, as well as trainee attorney Marta Szymanska.