Shareholder disputes can unfortunately happen in any company. When setting up a company, we rarely think that there will be disagreements between shareholders. It’s time of joy and celebration, often with friends or family. After a while, however, it turns out that the cooperation does not go as well as we expected.
At first, these are minor disagreements that turn into resentments over a lack of expected commitment or differences as to goals to be achieved by the company. Sometimes slight misunderstandings have the potential to escalate into overtly hostile actions by one shareholder against another. The parties plunge into a spiral of hostility, the resentment of one towards the other grows, and eventually the only meaningful discussions about the dispute can be held through lawyers.
We are not going to lecture on the importance of carefully negotiated articles of association and shareholders’ agreement. These are great solutions, mainly used by experienced entrepreneurs. And this is because they have already faced more than one shareholder dispute.
We perfectly understand the problems of shareholders who are in conflict. We know how much emotion these disputes cause. More importantly, we know how to resolve conflicts. That's why, at our Law Firm, we offer clients comprehensive legal services and an action plan to help them achieve the best results.
“We have specialized in legal services for shareholder disputes for more than a decade. Most often we represent minority shareholders, so we know what to pay attention to, what rights they have, what pitfalls lurk for them in discussions with the majority shareholder and how best to look after their interests. We work on each transaction personally.”
Jakub Sikora is an attorney-at-law and co-founder of the firm. He previously worked for many years in international law firms operating in Poland. Together with mec. Dulewski, he handled transactions for the sale of companies with a value ranging from PLN 2 to over PLN 200 million, including to foreign entities. He also conducts negotiations in English and French and prepares transaction documentation in English.
Tomasz Dulewski is an attorney-at-law and co-founder of the firm. Prior to opening it, he worked for nearly a decade in the largest law firms in Poland. He specializes in legal support of company sales transactions and due diligence. He has experience in cooperation with individual investors, investment funds, as well as foreign capital groups. He also conducts negotiations in English and prepares transaction documentation in English.
For years we have been working with shareholders whose rights are violated. We know how important it is for them to receive comprehensive assistance. Therefore, we provide support in the most important areas related to shareholder disputes.
Full assessment of the situation
Most shareholders are unaware of exactly what rights they have in the company. What's worse, often removed from the company's management, they don't know what exactly is going on in the company, what its profits are used for and what happens to its assets. That's why we start our cooperation with a comprehensive assessment of the company's situation, which consists of, among other things: an analysis of the company's records in the National Court Register, an analysis of financial documents, an assessment of the company's articles of association and any agreements between shareholders, and an analysis of the actions taken by all shareholders over the past years.
Establish a strategy for action
After we assess the company's situation, we determine a strategy of action with the shareholders. We specify what our clients' final goal is in an ongoing shareholder conflict: to exit the company, to buy back shares from the other shareholders, to obtain profits accumulated over the years in the capital reserve, or, for example, to change the Management Board. We select a range of appropriate legal remedies for this purpose.
Support in negotiations
The key to resolving conflict in a company is to negotiate effectively. Rarely do talks end at the first meeting. However, with our knowledge of the company and the shareholders and our experience in enforcing the rights owed to minority shareholders, we are able to work out solutions that achieve our clients' goals.
Implementation of negotiated solutions
Once the parties have reached an agreement, which is usually a better solution than going into litigation, we support our clients at the stage of implementing the agreed solution, such as the sale of the company or shares, their redemption, amendment of the company's articles of association. If the talks do not yield the expected results, we support minority shareholders in court proceedings.
Preparation of documents related to capital exit from the company
The result of the legal steps we take when conflicts arise in a company is often the decision to buy back our clients' shares or to redeem their shares. The implementation of these actions requires the preparation of professional legal documentation: a share purchase agreement and resolutions related to the redemption of shares. Every provision in these documents is important and carries serious consequences for shareholders. Therefore, when working on the documents, we check that all negotiated provisions are included and clarify the necessary legal terms to ensure maximum security for our clients.
Often a minority shareholder is in a dispute with a large company, investment fund or wealthy individual.
Wanting a level playing field in dispute resolution negotiations, you need to have experienced lawyers on your side.
What will we take care of when negotiating the terms of your exit out of the company?
The right price for your shares
The repurchase price of shares is one of the most important aspects of discussions that end shareholder disputes. We spend a lot of time discussing this topic with shareholders. We share our experience in this area and highlight the implications of the price negotiation strategy adopted (e.g., negotiation versus litigation).
Security for payment of the agreed amount
Another important aspect of ending shareholder conflict in a capital exit from the company is securing payment of the price that was agreed upon during negotiations. We will advise you on what mechanism to use so that you are sure of receiving the money. At the same time, we will prevent the buyer from taking possession of the shares before the time of payment.
Earning income from the exit of a company involves tax liability. We work with experienced tax advisors who will provide you with the most favorable tax law solutions.
Our law firm has extensive experience and success in representing minority shareholders. Take advantage of our services and we will show you the optimal solution to a conflict in the company in accordance with the company’s articles of association and applicable law, so that you can achieve real benefits from your shares.
In addition to shareholder disputes, we specialize in sale and purchase transactions of the company. We invite you to take advantage of our services!
Check out our case studies.
"I was not aware that the sale of a large business these days is such a complex matter. The letter of intent, the due diligence of the company, the negotiation of the agreement, the scope of my responsibility, the non-compete... Tons of stipulations, and behind many seemingly trivial words lies serious consequences. Thanks to the Dulewski Sikora law firm, I managed to safely go through the whole process and sell the company running a large factory. Attorneys Sikora and Dulewski supported me at every stage. They saved me from more than one trouble."
"Thanks to the Dulewski Sikora law firm, I gained a great deal of valuable information on what to look out for in share sale transactions. They gave me an awareness of certain things, the legal consequences that can be drawn through lack of knowledge or imprudent signing of documents that seemingly look like an initial non-committal proposal. We recommend the services of Dulewski Sikora to all those who are entering into share sale negotiations."
"Thanks to the services of Dulewski Sikora, it was possible to efficiently and quickly close the purchase of the Company's healthcare business. The Law Firm acts in a reliable, organized, timely manner and with a pro-business approach. I rate the contact with the Law Firm as exemplary. What appealed to me was the ability to take a business-like view of the transaction and adapt legal provisions to changing business arrangements."
"The Dulewski Sikora law firm assisted me with a transaction to acquire shares in a Polish company from a foreign investor. I am deeply impressed by how professionally the transaction was handled. The lawyers of the firm fought for the best possible protection of my interests with passion and commitment, successfully leading to the signing of the documents. I recommend the law firm's services to all those who are looking for a professional and trustworthy advisor in corporate matters."
"We were looking for a law firm specializing in transactions, where our case would be handled from start to finish by experienced lawyers. This is exactly what happened at the Dulewski Sikora law firm. We appreciate the support of the law firm's partners every step of the way, their strong commitment to the negotiations and their contribution to the successful conclusion of the negotiations. The law firm's partners know well how the sales and negotiation process goes and what to pay attention to. Often these are issues that I would never have thought of."
"With the help of the Dulewski Sikora law firm, I was successful in negotiating better conditions for entering the company, acquiring shares at a real good price and changing the company's articles of association in my favor. The partners of the law firm are distinguished by their thoroughness and exceeding the client's expectations. A big plus is also suggesting changes whose importance I was not aware of. Lawyers with a vocation - I am glad I came across them."
"We were more than happy with the service provided by Dulewski Sikora. Firstly, we successfully opened the company, secondly you helped us with recommending us an accounting company. You also helped us with better understanding of national legislative and helped us with investment process. To summarize, you went above and beyond to make sure that the whole process runs as smoothly as possible. We liked the professional approach that was provided, but the speed and responsiveness were the things that we especially appreciated."
"Cooperation with Dulewski Sikora resulted in a successful transaction. In particular, I liked the openness to the client, keeping in constant contact in the course of the transaction. As a client, I felt well informed about any options/risks that might be involved in the sale of the shares. Attorneys Sikora and Dulewski have a very good approach to the client, and with their work and actions taken, they inspire confidence and a sense that the matter entrusted to them will be well handled."
"We are an international business consulting firm and had the need to expand our business to Poland. Dulewski Sikora helped us in finding the right company structure and guided us through the whole process of establishing and registering our company in Poland. The proposed way to speed up the process helped us to get it done in a very short period of time. Everything was perfectly arranged and all the necessary documents were always ready on time. We see it as a great advantage that you are not only a “number” as you are in a big law firm."
"I had been contacted with few legal adviser before I found Dulewski Sikora Law Firm. But I collected all different information from each of them that made me hesitate, after I called all phone numbers I had, I chose Tomasz Dulewski, one of the founders of Dulewski Sikora. It is not easy to start a LLC company, especially a foreign company in Poland. A solid services like them will guarantee you are secured by law. Different lawyer will give different suggestions according to their experiences, so far Tomasz and Jakub’s suggestions never disappointed us."
"Thanks to the law firm's services, I have gained confidence in doing business. Today's market reality is very dynamic and you need to be ready for anything. The devil is in the details, and thanks to the cooperation with the law firm Dulewski Sikora I have the confidence that no detail has been overlooked. What I like about the law firm's services is the individual approach, the willingness to listen and most of all - the willingness to understand the problem in detail. I like the flexibility and open mind in solving problems."
We value our clients’ time. We know that many of them want to consult their legal problem with an expert right away. We invite you to contact us.