Violation of a shareholder’s personal rights. How is the company manager liable?

Prof. Michał Romanowski comments for Gazeta Prawna on a high-profile corporate dispute concerning a listed company in an article by editor Marzena Sosnowska titled. 'Violation of a shareholder's personal rights. How is the company's manager liable'.

The essence of the legal problem boils down to the question of whether a manager of a public company can be held liable for the infringement of a shareholder's personal rights mentioned in the company's report.

Prof. Michał Romanowski:
"ESPI is used for the communication by the issuer's management of information from the life of the issuer relevant to investors. Communicating information about a serious conflict whose venue is the general meeting of shareholders, and in particular when the general meeting [...] becomes a kind of arena of struggle for control over the company, if the information is communicated in a reliable manner, is not only the right but also the duty of the management board. If there was even a fight at the general meeting, "competing" general meetings were held in parallel, security companies were hired, this is information that [...] should be disclosed in the ESPI. This is because they have an impact on the decision to invest in the shares of such a company. [...] I would not mix brutalised legal tactics aimed at achieving an effect regardless of the methods with the civil and constitutional concept of respect for human dignity. Unfortunately, on the Polish market of public companies we are still too often dealing with legal tactics straight from the 'culture of Eastern law', where mindless force has primacy over rational argument."