bpv GRIGORESCU STEFANICA irrevocably wins in favour of FC Universitatea Cluj – Napoca12 December 2011
bpv GRIGORESCU ŞTEFĂNICĂ obtains a favourable solution for FC Universitatea Cluj – Napoca against the shareholder Intop Construction in the litigation procedures initiated by this company for the purpose of annulment of the resolution regarding the increase of the club’s share capital increase.
Intop Construction, owned by Impact Group and businessman Dan Ioan Popp, requested the annulment of the resolution by which FC Universitatea Cluj – Napoca decided to increase its share capital by conversion of the debt due to its major shareholder into shares of the club. Intop Construction invoked breach of its right of first refusal for the additional shares issued against the company’s debt.
The court of first instance, Cluj Tribunal and the appeal court, Cluj Court of Appeal ruled in favour of the plaintiff, considering that, when the share capital is increased by converting an uncontested, liquid and enforceable debt of the joint stock company, compliance with the right of first refusal of the existing shareholders is necessary.
The appeal filed by bpv GRIGORESCU ŞTEFĂNICĂ was resolved in favour of the club by the High Court of Justice, in the sense of rejecting the annulment claim filed by Intop Construction. The High Court ruled that a share capital increase by setting off with shares of an uncontested, liquid and enforceable debt against the shareholders of a stock company represents conversion of company’s debts into shares. This operation means increasing the share capital by reducing the liabilities with the value of the set-off debts, and in such cases the compliance with the right of first refusal is not necessary.
bpv GRIGORESCU ŞTEFĂNICĂ team of lawyers included partner Daniel Ştefănică and associate Raluca Marcu.
Following this irrevocable decision of the High Court of Justice, Florian Walter, majority shareholder of FC Universitatea Cluj sports club presently holds 96,8% of the club’s shares.