Law firm’s success in settlement negotiations against the background of a corporate dispute

The dispute began when our client resigned from the company’s management board due to differences with the other board member regarding the future direction of the business. The differences were irreconcilable, so our client planned to leave the company not only as a board member but also as a minority shareholder. Unfortunately, the other board member (who was also the majority shareholder) was unwilling to facilitate our client’s departure from the company, attempting to take steps to reduce the company’s market value so that our client could not sell his shares at the current market price and receive the compensation due to him for leaving the company of which he himself was the founder.

Initially, the remaining board member (and majority shareholder), exploiting his dominant position in the company, secured the adoption of resolutions by the shareholders’ meeting under which, amongst other things, significant assets of the company were to be sold to the majority shareholder. These resolutions were challenged by our client in court on the grounds that they were prejudicial to him as a minority shareholder. As a result of the actions brought, all resolutions were suspended as a precautionary measure.

Subsequently, our client brought claims against the company seeking access to company information and documents under Article 212 of the Commercial Companies Code, proceedings which resulted in the claim being upheld, and furthermore seeking payment of outstanding invoices issued during the period in which he served as a member of the management board. In response to these claims, the company brought several actions against our client, including, amongst others, a claim for the return of several hundred thousand zlotys received whilst serving as a member of the management board and a claim for the exclusion of a partner.

As a result, several court proceedings were pending between the parties, which hindered the day-to-day functioning of the company, but also led to negative emotions and ever-increasing tension between the partners, particularly as, in the course of the aforementioned proceedings, a number of interim measures were granted in the interests of both parties, creating enormous operational disruption and a state of limbo and uncertainty detrimental to both sides.

Fortunately, after several months of turbulent negotiations, the parties and their representatives managed to reach a compromise and draw up a settlement under which all pending proceedings were discontinued at the joint request of the parties, and our Client received a significant payment for his shares in the company – ten times higher than the original offer.

Throughout this process, our client was supported by lawyers from HWW Hewelt Wojnowski i Wspólnicy Sp.k.: Damian Wojnowski, Barrister; Magdalena Sobolewska, Solicitor; and Przemysław Przyżycki, Solicitor. We are pleased to have helped resolve the dispute between the partners on terms satisfactory to both parties.