Petrolinvest’s quorum problems
Due to lack of the quorum necessary for increase of its share capital, Petrolinvest has decided to call another extraordinary general meeting. Accordingly, Petrolinvest’s shareholders shall meet twice within a short period of time – tomorrow, and three weeks later.
Statutory requirements stipulate that, in order for a publicly listed company to effectuate a share capital increase, shareholders representing at least one-third of the share capital must be in attendance. The shareholders who signed up to participate in tomorrow’s extraordinary general meeting, meanwhile, account for just over 10% of the shares. But on 30 October 2010 there was likewise no quorum, but Petrolinvest’s shareholders nonetheless went ahead and voted on a share capital increase. Wasn’t that a problem then ? (…)
The resolution of Petrolinvest’s extraordinary general meeting from October 2010 was adopted without the quorum required under applicable laws. Faced with an insufficient number of registered shares, the chair of the extraordinary general meeting ought to have declared that meeting incompetent to resolve on a conditional capital increase. In like spirit, it shouldn’t have submitted this resolution for voting, let alone stated that it had allegedly been accepted as a result of such vote. The court, in its turn, should not have registered the amendments to the articles – it should have identified the resolution as invalid and refused registration on these grounds. The result, meanwhile, is that – these irregularities notwithstanding – we now find ourselves with new articles of Petrolinvest which have been validly entered and with a conditional share capital increase entered in the National Court Register, Koziorowski explains.