Food Wholesaler: Blocking an attempt to take over shares
A minority shareholder tried to sell shares to the competition. Thanks to a quick statute audit and negotiations, the owner maintained 99.2% control.
Hurt-Detal Mazur is a company with a 14-year tradition on the Lower Silesian market. They faced a real risk of losing decision-making power due to statute errors that had dragged on since 2012.
The challenge
One of the partners, holding 12% of the shares, contacted an aggressive fund linked to direct competition. He wanted to exit the business quietly, without informing the main owner. The lack of clear provisions on the right of first refusal in the original company agreement threatened that people who know all the purchase prices and margins of the wholesaler would enter the board. For 3 weeks, legal maneuvers continued, aiming to force the main owner to sell the rest of the company for next to nothing.
Our approach
Our 3-person team entered the company on Monday morning. We analyzed 87 pages of corporate documentation and the history of resolutions from the last 4 years. We found one loophole in the procedure for convening a shareholders' meeting from a year ago, which allowed us to stop all capital movements. We didn't play around with long letters — we bet on hard negotiations at the table. We focused on demonstrating the risks the fund takes by entering into a legal dispute with such a strong blockade.
The solution
We blocked the transaction to sell shares to the competition, demonstrating legal defects in the purchase offer itself. Then we prepared and registered a new company statute, which contains a 4-step safeguard against hostile capital entry. We introduced precise share valuation rules upon a partner's exit to avoid speculation. Ultimately, we negotiated a payout for the minority shareholder on fair terms, using a credit line we helped secure based on an asset audit.
Results
The main owner regained full control over 99.2% of the company's shares. The family business was secured against competition insight into the commercial books. Numbers don't lie — the company's stability allowed for maintaining contracts with 47 suppliers.
Timeline
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September 2024Instant audit of 87 pages of statutes and company agreements
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October 2024Negotiations with the partner and blocking the fund's offer
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November 2024Signing of a new company agreement and registration in the National Court Register
"Initially, I was sure it was the end of our wholesaler's independence. Korporacyjna Racja Stanu found an error in an old notarial deed that no one had seen before. That saved us."