News

Another win for non-performance of conditional share repurchase agreement (“buy-sell back”)

Judyta Garwacka - Polisiak Senior Associate
13 May 2024
Another win for non-performance of conditional share repurchase agreement (“buy-sell back”)

The legal team of Raczynski Skalski Radcowie Prawni Adwokaci Sp.p. in Warsaw has successfully obtained another judgment in the proceedings related to the enforcement of the client’s claims against a company based in Warsaw on account of the shares not repurchased by this company contrary to the previously concluded conditional share repurchase agreement (the so-called buy-sell back). As a result of the Law Firm’s actions, the District Court for Warsaw-Wola in Warsaw, 1st Civil Division, awarded the entire amount due, together with interest and litigation costs.

In the facts of the case, the Client obtained information that there was a possibility to buy back shares at a fixed price, giving investors the opportunity to earn a “guaranteed” 12% per year. The purchase price of the shares was: PLN 3.60 with an option to repurchase 12 months after allocation at a price of PLN 4.03. In the case of this agreement, the debtor, together with the second guarantor of the investment, undertook to repurchase the shares if two conditions were met – the shares or rights to shares would be traded on an organized market for no less than 6 months, and the trading price, calculated as the average of the closing prices of the last 10 sessions, before the deadline would be no less than PLN 4.03.

The client found the above offer favorable, as he was interested in a safe investment, and thanks to the presence of two underwriters of the conditional repurchase of shares, it seemed that this was what it was.

After both conditions for repurchase were met, i.e. the shares had been traded on the market for more than 6 months and the trading price, calculated as the average of the closing prices of the last 10 sessions, before the deadline was less than PLN 4.03, the Client submitted the purchased shares for repurchase.

In response to the above, the guarantors of the conditional repurchase of shares refused to comply with the request, citing, among other things, the provisions of the Commercial Companies Code.

The District Court for Warsaw-Wola in Warsaw awarded the entire amount due from the defendant company to the plaintiff, together with interest and litigation costs, thus agreeing with the plaintiff’s position. This is another favorable ruling obtained by us against this company. However, it should be noted that the judgment is not yet final.

The case was handled by the law firm’s team led by attorney Judyta Garwacka – Polisiak.

 

Related

Another win for non-performance of conditional share repurchase agreement (“buy-sell back”)
13 May 2024

The legal team of Raczynski Skalski Radcowie Prawni Adwokaci Sp.p. in Warsaw has successfully obtained…

Judyta Garwacka - Polisiak Senior Associate
Do you want to receive news?
Subscribe to Newsletter