We conduct judicial proceedings involving corporate disputes, such as:
- Challenges to shareholder resolutions in public and private companies seeking to set aside resolutions contrary to the company charter, fair practice or the interests of the company or injurious to a shareholder, as well as claims seeking a declaration of the invalidity of unlawful resolutions
- Disputes under shareholders agreements, involving claims arising out of corporate relations, particularly exercise of priority and pre-emption rights to shares, call options, put options, tag-along and drag-along clauses and other entitlements connected with purchase and sale of shares
- Exclusion of shareholders or dissolution of the company arising out of conflicts between shareholders in a limited-liability company
- Claims alleging liability of management board members for the obligations of a limited-liability company, based on regulations providing for liability of management board members when execution against the company is ineffective and a timely bankruptcy petition was not filed. We also have experience defending management board members from liability for the company’s debts.
- Claims against company authorities for alleged loss to the company in connection with performance of their duties, seeking damages for acts contrary to law or the corporate charter
- Cases involving loss of voting rights in public companies due to the shareholder’s failure to comply with reporting requirements
- Disputes between shareholders, members of the corporate authorities and the company for violation of non-competition clauses—generally involving pursuit of contractual penalties
- Disputes over valuation of shares of minority shareholders undergoing squeeze-out procedures—representing companies in connection with disputes by minority shareholders of the valuation of their shares when they are forced to sell
- Shareholder derivative actions seeking damages for the company if the company’s representatives fail to assert a claim within one year after injury to the company is discovered
- Disputes between members of partnerships involving exercise of rights provided in the partnership agreement.
Contact:
Jan Ciećwierz, jan.ciecwierz@wardynski.com.pl
Paweł Ciećwierz, pawel.ciecwierz@wardynski.com.pl
Kinga Ziemnicka, kinga.ziemnicka@wardynski.com.pl
Tel.: +48 22 437 82 00, 22 537 82 00
We also provide legal support to our clients in the pre-litigation phase, offering them:
Legal advice on long-term strategies to prevent abuse of corporate rights, whether by majority or minority shareholders. Intra-company disputes often develop as a long-term conflict requiring systematic legal advice to protect the interests of the client who is involved in the conflict or the interests of the company itself. Legal advice in the face of an attempted hostile takeover of a public company, including not only reactive measures to defend against a specific attempt to acquire the company, but also preventive introduction of provisions in the company statute to protect the company against potential future attempts at hostile takeover, which is particularly important when listing the shares.