SPCG has successfully represented MetLife Open Pension Fund (OFE) as one of five defendants in a dispute regarding the failure to announce a call for subscriptions for the sale of shares in connection with the alleged conclusion by the shareholders of an agreement regarding consistent voting at the general meeting and conducting a persistent policy towards the public company.
The plaintiff in the case — which was based on article 73 paragraph 2 and article 87 paragraph 1 part 5 of Poland's Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies — was one of the company's shareholders, who argued that due to the failure to announce the call for subscriptions for the sale of shares by the members of the alleged agreement, he suffered damage of an amount equal to the difference between the price for which he sold his shares and the price that would have resulted from a call for subscriptions.
The firm reports that the plaintiff's claims "were considered unjustified and unfounded by the Regional Court in Warsaw,” which dismissed the claim in its entirety. The Court of Appeals in Warsaw also dismissed the shareholder's appeal, finding that there was no agreement between the shareholders regarding the consistent vote at the general meeting and the conduct of a persistent policy towards the company. According to SPCG, “the Court of Appeal also made a theoretical analysis in which it confirmed that even if hypothetically, it accepted the existence of an agreement — which was not the case — ad hoc agreements do not fall within the scope of the normalization of art. 87 par. 1 p. 5 of the Act on Public Offering."
The SPCG team representing MetLife OFE included Partners Ewa Mazurkiewicz and Artur Zapała and Associate Magdalena Gutowska.