I would like to buy shares in LPP, but they’re very expensive. Why doesn’t the company split them
Leszek Koziorowski, partner in Gessel, explains that, consequent to the amendments to the Polish Commercial Companies and Partnerships Code implemented in 2000, any new shares may be preferred in terms of voting at a ratio not exceeding 1:2 (as opposed to a preference of 1:5 for new shares issued prior to the legislative amendments). Shares of this sort are held by Marek Piechocki and Jerzy Lubianiec, the founders and majority shareholders of LPP, giving them an aggregate of 54.2% of the votes at the company’s general meeting. “They probably fear a scenario where legal opinions will argue that, subsequent to any share split, their 1:5 voting preference will drop to 1:2. The crux of the matter, however, is that lawyers may adopt differing viewpoints concerning interpretation of the Commercial Companies and Partnerships Code. Some may argue that any new shares are governed exclusively by art 352 and that, accordingly, voting preferences may not exceed the ratio of 1:2, and others – that, in de iure terms, we are still dealing with the same shares, only with a reduced nominal value”, Koziorowski clarifies. “I, personally, would lean towards the view that the preferred status of the shares remains intact subsequent to a share split. Yet the principal shareholders have their doubts and are not willing to risk a split, which I find perfectly understandable. This is an interesting dispute, but any solution may only result from practice”, the lawyer concludes.