RKKW’s Clients are the shareholders of a public company engaged in property rental and commercial activities (the Company). The shareholders had been raising objective concerns about the management of the Company by its management board for many months and had been attempting to have a general meeting convened in order to, inter alia, make personnel changes to the Company’s bodies and to eliminate provisions from the Company’s Articles of Association that raised doubts as to their legality. The corporate rights of the shareholders were consistently disregarded by the Company’s management board.
Prior to the Company’s Ordinary General Meeting (OGM), the Company’s management board – citing alleged failures in the fulfilment of notification obligations related to significant holdings of shares in public companies by RKKW’s Clients – submitted applications to several courts of different jurisdictions for the granting of security by prohibiting RKKW’s Clients from exercising their voting rights on the shares they hold. Thanks to the efficient discovery of these cases prior to the examination of the Company’s motions, the RKKW Team presented the courts with a full argumentation in favour of their unequivocal dismissal. And so it happened – the Company’s described applications were dismissed.
However, in spite of the absence of any common court ruling prohibiting RKKW’s Clients from exercising their voting rights, the Company’s management board decided at the OGM to deprive RKKW Clients of this fundamental corporate right and, consequently, a resolution to adjourn the OGM was passed without the participation of RKKW’s Clients.
The RKKW Team challenged this resolution, claiming that RKKW’s Clients were unjustifiably deprived of their fundamental corporate right to exercise their voting rights on the Company’s shares. RKKW indicated that once the OGM resumes, the situation will be repeated and all scheduled draft resolutions will be considered – by an arbitrary decision of the Company’s management board – without the participation of RKKW’s Clients. In other words, all resolutions will be adopted at the OGM ignoring the position of shareholders who should normally represent more than 50% of the participating votes at the event.
Therefore, the RKKW Team sought security for the claim to annul the resolution ordering the adjournment of the meeting by ordering the Company to allow the Clients to exercise their voting rights on the Company’s shares held – as this was the only way for the court to intervene and effectively protect the interests and legal rights of the RKKW’s Clients.
The Court took full account of RKKW’s arguments and ordered the Company to allow RKKW’s Clients to exercise their voting rights in full during the adoption of the resolutions on the agenda of the OGM after the adjournment.
In the dispute, RKKW’s Clients were represented by Katarzyna Półtorak – attorney-at-law, with substantive support from Karol Maciej Szymański – managing partner and Łukasz Sieczka – partner, attorney-at-law.
