RKKW obtains unprecedented security to protect the right to exercise voting rights on public company shares

The customers of RKKW are the shareholders of a public company engaged in property rental and commercial activities (the Company). For many months, the shareholders have raised objective reservations about the way the company is managed by its Management Board, and have attempted to convene a general meeting in order to, among other things, make personnel changes in the Company’s governing bodies and eliminate provisions from the Company’s Articles of Association that raise doubts as to their legality. The corporate rights of the shareholders were consistently disregarded by the Management Board of the Company.

Prior to the Company’s Annual General Meeting (AGM), the Company’s Management Board – citing alleged failures in the fulfilment of notification obligations related to significant blocks of shares in public companies by RKKW’s Clients – submitted applications to several courts of different jurisdictions for injunctions prohibiting RKKW’s Clients from exercising their voting rights attached to the shares they held. Thanks to the efficient detection of these cases before the Company’s applications were considered, the RKKW Team presented the courts with a full argumentation clearly in favour of their dismissal. And so it happened – the Company’s applications were dismissed.

However, despite the lack of any decision by a common court prohibiting RKKW’s clients from exercising their voting rights, the company’s management board decided at the AGM to deprive RKKW’s clients of this fundamental corporate right, and, as a consequence, a resolution to interrupt the proceedings of the OGM was adopted without the participation of the RKKW Clients.

The RKKW team challenged this resolution, arguing that the RKKW Clients had been unjustly deprived of their fundamental corporate right to exercise their voting rights attached to their shares in the Company. RKKW indicated that the situation would repeat itself after the resumption of the Ordinary General Meeting of Shareholders and that all planned draft resolutions would be considered – by arbitrary decision of the Company’s Management Board – without the participation of RKKW’s clients. In other words, all resolutions will be passed at the AGM, ignoring the position of the shareholders, who under normal circumstances should represent more than 50% of the participating votes at this event.

Therefore, the RKKW Team filed a claim for the annulment of the resolution to order a break in the proceedings by ordering the Company to allow Clients to exercise their voting rights from their shares in the Company – this was the only way for the court to intervene and effectively protect the interests and subjective rights of RKKW Clients.

The court fully accepted the arguments of RKKW and ordered the Company to allow RKKW’s clients to exercise their voting rights to the fullest extent when adopting resolutions included on the agenda of the Ordinary General Meeting of Shareholders after the break.

The RKKW clients were represented in the dispute by Katarzyna Półtorak – legal counsel with the substantive support of Karol Maciej Szymański – Managing Partner and Łukasz Sieczka – Partner, legal counsel.