Defending a minority shareholder in a corporate conflict

The client (a minority shareholder) was denied the ability to take part in the meeting due to late notice. Taking advantage of this, the opposing parties amended the charter, removing the requirement for consent to transfer shares and lowering the threshold for increasing the charter capital. They distributed 99.99% of the annual profit among themselves, allocating the client just 0.01%. The charter amendments were immediately used to transfer a micro-stake and subsequently bypass the client's vote when approving related-party transactions.

The company insisted the meeting had been properly convened, that a quorum was present, and that the claimant had knowingly ignored the meeting. On appeal, the majority shareholders tried to challenge the ruling in their own names, alleging their right to profit had been violated.

We characterized the opposing parties' conduct as an abuse of right (Art. 10 of the Civil Code), carried out for the sole purpose of harming the client. We proved there was no legitimate business reason for amending the charter, and that the disproportionate profit distribution was economically unjustified and directly contradicted the company's prior corporate practice.

Comprehensive court representation for the client is under way across the related proceedings.

The dispute confirms that Art. 10 of the Civil Code can be applied effectively together with corporate law to protect minority shareholders from the artificial “dilution” of control and unjustified denial of dividends.

Resolving corporate conflicts; challenging general meeting resolutions; countering bad-faith amendments to constitutional documents and the diversion of profit.