RKKW halts damaging actions of company’s attorney

A dispute arose in a limited liability company with an investor who was supposed to support the development of the technology start-up financially and with know-how. Indeed, this investor, contrary to earlier declarations, started 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 shares held by the investor. The investor, however, questions the effectiveness of this action and, still calling himself a shareholder of the described limited liability company, undertakes a series of actions against the company itself and its founders. In particular, the founder, who is also the chairman of the management board, has been targeted.

Among other things, the investor conspired a shareholders’ meeting, during which he independently “adopted” a resolution to hold the president of the company’s management board liable and to appoint a proxy of the company in a dispute with this president of the management board on the basis of Article 210 of the Code of Commercial Companies. Subsequently, this proxy took a number of actions to the detriment of the company, including actions well beyond the scope of the authorisation indicated in the resolution. Among other things, he carried out actions disposing of the company’s assets by concealing funds from the president of the company’s management board. Indeed, as reality showed, the purpose of this proxy was not to act in the interests of the company, but to derive its assets for the benefit of a former shareholder (an investor ‘bought out’ as a result of the exercise of the call option by the founders).

The chairman of the management board, with the support of RKKW, challenged the resolution on the appointment of the above-mentioned company proxy under Article 210 of the Code of Commercial Companies. In the Client’s opinion, the resolution is non-existent or invalid, both due to the fact that the shareholders’ meeting was convened incorrectly and – which is crucial – by an unauthorised person, and due to the fact that the resolution was adopted only with the votes of the former shareholder (investor).

The law firm RKKW, being aware of the lengthiness of court proceedings and the risk of damage to the company’s assets as a result of the actions of the alleged proxy, took steps to maintain the effectiveness of the contested resolution for the duration of the court proceedings. This is because only a ruling with immediate effect could provide effective and real protection of the rights of RKKW’s Client.

The court fully shared the arguments presented by the law firm and granted the requested security, suspending the effectiveness of the resolution on the appointment of the attorney. This also remains in the interest of the company. This is because the resolution on the appointment of the company’s proxy pursuant to Article 210 of the Code of Commercial Companies (which evidently actually exceeded any framework of authorisation under this standard) was withheld, preventing him from taking any further actions detrimental to the company, which could have negative and, moreover, irreversible consequences.

The client in the entire dispute concerning the above-mentioned company is represented by Karolina Kobojek, attorney-at-law, Maria Anna Czaińska, attorney-at-law Patrycja Dyś and attorney-at-law Katarzyna Sieliwonik. The project is managed by the firm’s Managing Partner Karol Maciej Szymański.