RKKW stops harmful actions by the company’s representative
A dispute arose in a limited liability company with an investor who was supposed to support the development of a technological start-up financially and with his know-how. Contrary to earlier declarations, this investor began to conduct competitive activities. As a result, the company’s founders exercised the call option reserved in the investment agreement in the event of such disloyal behaviour and bought out the investor’s shares. However, the investor questions the effectiveness of this action and, still calling himself a partner in the limited liability company, is taking a number of actions against the company itself and its founders. He has particularly targeted the founder, who also serves as the president of the management board.
Among other things, the investor convened a shareholders’ meeting, during which he single-handedly ‘adopted’ a resolution to hold the president of the company’s management board accountable and to appoint a representative of the company in the dispute with the president of the management board pursuant to Article 210 of the Commercial Companies Code. Subsequently, this representative took a number of actions to the detriment of the company, including actions that significantly exceeded the scope of the authorisation specified in the resolution. Among other things, he disposed of the company’s assets, concealing financial resources from the president of the company’s management board. As reality showed, the representative’s goal was not to act in the company’s interest, but to transfer its assets to a former partner (an investor ‘bought out’ as a result of the founders exercising a call option).
The president of the management board, with the support of RKKW, challenged the resolution on the appointment of the above-mentioned proxy of the company pursuant to Article 210 of the Commercial Companies Code. In the client’s opinion, the resolution is non-existent or invalid, both because the shareholders’ meeting was convened incorrectly and, crucially, by an unauthorised person, and because the resolution was adopted solely by the votes of the former partner (investor).
Aware of the lengthy nature of court proceedings and the risk of damage to the company’s assets as a result of the actions of the alleged representative, RKKW took steps to suspend the effectiveness of the contested resolution for the duration of the court proceedings. Only a ruling with immediate effect could provide effective and real protection of RKKW’s client’s rights.
The court fully agreed with the arguments presented by the Law Firm and granted the requested security, suspending the effectiveness of the resolution on the appointment of a representative. This is also in line with the company’s interests. The resolution on the appointment of the company’s representative pursuant to Article 210 of the Commercial Companies Code (which clearly exceeded the scope of authority under this provision) was suspended, preventing him from taking further actions detrimental to the company, which could have negative and, moreover, irreversible consequences.
The client is represented in the entire dispute concerning the above-mentioned company by attorney Karolina Kobojek, attorney-at-law Maria Anna Czaińska, attorney-at-law Patrycja Dyś and attorney Katarzyna Sieliwonik. The project is managed by the Managing Partner of the Law Firm – Karol Maciej Szymański.