On August 10, the Kaunas District Court granted the request of Juozas Kriaučiūnas, director and one of the shareholders of “Autokausta,” “Autokausta rangos,” and “Nova Group,” to apply temporary protective measures and prevent the companies’ shareholders from deciding on his dismissal.
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According to the court, the decision was made to protect the director from the threat of being dismissed if the court recognized that the transfer of shares was illegal.
J. Kriaučiūnas requests the court to declare invalid several share transfer transactions which, according to him, violated the Law on Joint Stock Companies because other shareholders, including himself, were not offered the right of first refusal to acquire the shares.
He disputes the transactions by which Narūnas Sakalauskas and Ąžuolas Volkas transferred shares and voting rights to their spouses, as well as two voting rights transfer agreements between T. Januška and N. Sakalauskas.
Additionally, J. Kriaučiūnas requested more temporary protective measures, including prohibiting shareholders from changing the companies’ management structure, electing board members, conducting internal and financial audits, and increasing the authorized capital.
According to him, preventing the holding of shareholders’ meetings is necessary to ensure their composition is legal.
The court rejected this request – it stated that J. Kriaučiūnas did not prove that the shareholders’ decisions posed a threat to his dismissal, and moreover, it would excessively restrict shareholders’ rights.
“Applying the restrictions requested by the plaintiff would excessively limit the defendants’ rights as shareholders of the named companies to convene general shareholders’ meetings, as there is no objective data that voting on all issues named by the plaintiff poses a threat to the plaintiff regarding the enforcement of a possibly favorable court decision,” the court said.
According to the Register Center data, J. Kriaučiūnas, N. Sakalauskas, and T. Januška each own equal shares (25% each) of “Autokausta,” “Autokausta rangos,” and “Nova Group,” with another 24.98% of shares belonging to Ą. Volkas, and about 0.02% to the company “SV Holding” owned by N. Sakalauskas and Ą. Volkas.
