RKKW successfully defends a public company against shareholder claims

Success of RKKW’s client – The District Court dismissed the appeal of RKKW’s client’s opponent in proceedings to determine that a shareholder of a public company may exercise voting rights attached to the shares held.

RKKW’s client – A public company was sued by one of its shareholders who wanted to determine the possibility of exercising voting rights attached to the shares held in that company. Previously, due to a number of violations committed by this shareholder, the company’s Management Board had decided that this shareholder could not exercise voting rights attached to the shares held. The shareholder’s violations resulted from a failure to comply with the notification and tender offer obligations set out in the Public Offering Act.

The court of first instance fully agreed with RKKW’s client and dismissed the claim. In particular, it pointed out that the company’s Management Board was right in finding that the shareholder in question had violated the relevant provisions of the Public Offering Act and that he could not exercise voting rights attached to his shares. The court also found that the claimant had no legal interest in exercising voting rights attached to the company’s shares.

RKKW’s opponent appealed against the above judgment, but the appeal was dismissed.

The Second Instance Court considered the lack of legal interest in determining (positively) that a given shareholder has voting rights. The court specifically pointed out that the Plaintiff’s claim essentially boils down to an attempt to force the defendant Company to draw up in advance a list of shareholders entitled to participate in all future general meetings, with specific content, i.e. including the Plaintiff as a shareholder with voting rights, or, in the Court’s opinion, such an action aims to force the Company to conduct future general meetings in a specific manner, each time including the Plaintiff on the list of shareholders entitled to participate in a given general meeting.

The judgment is final.

Legal services in this case were provided by:

Dariusz Kulgawczuk, LL.M. – Managing Partner, Attorney-at-Law

Dagmara Błaszkiewicz – Senior Associate, Attorney-at-Law