More about the practice
We effectively prevent and resolve disputes in commercial companies at all stages of their progress – corporate, pre-litigation and litigation. We provide legal assistance in this area to SMEs
and large enterprises, public companies, as well as their minority and majority shareholders and members of their corporate bodies.
We have ended Clients’ corporate disputes within a short period of time. We have handled a number of ambitious business ventures of our Clients, involving the defence of companies against hostile takeovers and corporate raiders, as well as acquisitions by minority shareholders and former managers. We have advised both public and private companies on the resolution of some of the most prominent, complex and multifaceted disputes.
In the cases we have handled, there have been precedent-setting rulings regarding company law.
Scope of our services
Preparing strategies for resolving disputes in commercial companies and their implementation at all stages (corporate, pre-litigation and litigation)
Preparing and conducting meetings of the corporate bodies of commercial companies, including public companies
Representing majority or minority shareholders at general meetings of shareholders
Implementing the right to control and the right to information (including using the institution of the special auditor and the auditor)
Protecting against corporate blackmail
Defending against hostile takeovers
Resolving disputes in public companies, including, but not limited to, the areas of delisting, squeeze-out, and reverse squeeze-out
Representing Clients in connection with corporate disputes before the Polish Financial Supervision Authority, the Warsaw Stock Exchange, the National Depository for Securities and brokerage houses
Negotiating and advising on a settlement that ends a dispute in the company
Resolving court disputes arising from the legal relationship of a commercial company, centring around:
- challenging resolutions of the corporate bodies of commercial companies (determination of non-existence / determination of invalidity / revocation / existence of resolutions) – including those relating to an increase in share capital, amendment of the articles of association of the company, changes in the composition of the company's corporate bodies, granting or depriving of personal rights
- suspension of the effectiveness and enforceability of resolutions (injunction proceedings)
- registration of changes in the register of entrepreneurs of the National Court Register resulting from defective resolutions
- determination of the existence / nonexistence of the relationship of membership in a company (seats on the corporate bodies / status of a shareholder)
- deprivation of the right to represent the company or conduct its affairs
- exclusion of a shareholder
- dissolution of the company
- forfeiture of voting rights
Selected completed projects
Protecting the interests of shareholders in a multi-faceted corporate dispute (over 190 proceedings and several thousand volumes of case files) in a private commercial company valued at approximately PLN 300 million, including obtaining more than a dozen injunction orders and twice winning before the Supreme Court on precedent-setting legal issues relating to the representation of a capital company in disputes over the existence of resolutions.
Successfully protecting the interests of former managers and minority shareholders in defending a public company listed on the regulated market operated by the Warsaw Stock Exchange, operating in the IT, media and business travel sector and its subsidiaries against a hostile takeover by the majority shareholder – a public company listed on the NewConnect alternative trading system, investing in companies in the marketing industry, which resulted in obtaining a number of injunction orders and favourable rulings by the registry court, and consequently concluding a settlement agreement on terms favourable for the Clients.
Successfully implementing the right to information of minority shareholders of public companies through the appointment of special auditors and the right to information of minority shareholders of limited liability companies through the appointment of an auditor.
Representing a Client in the course of court proceedings concerning the annulment of the transformation of the undertaking into a limited liability company, including obtaining a non-appealable injunction order.
Successfully defending a public company against an attempted hostile takeover by some of the company’s shareholders and the simultaneous holding of two concurrent general meetings minuted by two notaries.
Representing one of the largest regional beer producers in Poland in a dispute relating to attempts to deprive a shareholder of its pre-emptive rights and diminish its shareholding, with precedent-setting rulings regarding the burden of proof to demonstrate the legality of a resolution depriving a shareholder of its pre-emptive rights.
Defending a public company against corporate blackmail and a hostile takeover of the company by one of its shareholders based on regulations on the forfeiture of voting rights in public companies.
Defending an employee-owned joint-stock company in the construction sector against a hostile takeover by a rival public company listed on a regulated market operated by the Warsaw Stock Exchange.
Initiating proceedings for the exclusion of shareholders of limited liability companies preceded by obtaining injunctive relief for the duration of the proceedings and representing shareholders in such proceedings.
Successfully defending partners in partnerships in proceedings regarding deprivation of the right to represent a company.
Representing Clients in disputes relating to the liability of management board members, including for the company’s obligations.