Success of RKKW’s client in a case concerning delisting resolution

The client of RKKW made a decision to leave the stock exchange. The minority shareholders decided to challenge the delisting resolution. In the process, they argued that the price set in the pre-delisting tender offer was not fair. In their view, it had been shaped on the basis of the stock exchange quotation in an artificial manner. The minority shareholders raised the allegation that there had been a manipulation of the share price and improper performance of the disclosure obligations by RKKW’s client.

The District Court dismissed in its entirety the minority shareholders’ claim. At the same time, it disregarded the request for the admission of expert evidence to determine the fair value of the shares. In the reasoning of the judgment, the Regional Court emphasised that: “(…) neither the Act nor the rules of market trading implied an obligation on the part of the shareholder calling to register for the sale of shares to offer a share price above the ‘minimum price’, and certainly not a price resulting from the ‘fair value’ referred to in the wording of Article 79(1)(2) of the Act on Public Offering. The capital market operates on the assumption that the market price formed during the stock exchange listing reflects the current value of a given company”.

In the Court’s opinion, the plaintiffs were wrong to claim that the price set in the tender offer was distorted and unreliable, thereby allegedly violating good morals and causing harm to shareholders. In addition, the court noted that if a delisting resolution were to be considered to constitute a resolution contrary to good morals in every case in which minority shareholders are not persuaded of the need or economic sense of taking the company’s shares out of public trading, the joint-stock company would become hostage to public trading on the regulated market. The judgment is not final.

Legal services in this case were provided by the RKKW’s Partner attorney-at-law Dariusz Kulgawczuk and Senior Associate attorney-at-law Kornelia Łuczejko.