Obowiązek zapłaty za akcje lub udziały nienabyte przez uprawnionych pracowników w procedurze zbycia udziałów spółki komunalnej – studium przypadku
The obligation to pay for the shares not acquired by entitled employees in the procedure of selling the shares in a municipal company – the case study

Summary/Abstract: Background: The article is a case study of a court dispute between the City of Białystok and ENEA Wytwarzanie SA regarding the obligation to pay for the so-called “leftover” in the procedure of selling the shares of Miejskie Przedsiębiorstwo Energetyki Cieplnej sp. z o.o., which took place in 2017–2019. Moreover, the article raises the issue of the right to freely acquire shares in companies privatized or commercialized by their eligible employees. Research purpose: The analysis brings into focus the influence of the involved parties’ particular arguments in the proceedings on the final decision in the case, allowing for observation of the regularities and interpreting of the principles that applied therein. The purpose of the study was to formulate universal guidelines that could be used in the future by other local government authorities. Methods: The study was based on the analysis of the legislation regarding the privatization of municipal companies (dogmatic-legal method), as well as the analysis of court documents concerning proceedings by the District Court in Białystok (case number: VII GC 332/17) and the Appellate Court in Białystok (case number: I AGa 169/18) (empirical method). The main issues to which attention was drawn were: the actual state of the case, the proceedings by the court of first instance, the sentence made in the first instance, the explanatory statement of the sentence in the first instance, basic appeal arguments, the proceedings by the court of the second instance, the sentence made in the second instance, and the explanatory statement of the sentence in the second instance. Conclusions: The analysis brought into focus basic issues concerning the procedure of privatizing companies with the participation of local government units and the principles of freely acquiring shares in commercialized or privatized companies by their authorized employees. In addition, it was possible to understand the impact of arguments of the parties on the final decision in this type of cases and the interpretation rules that were applicable in the actual state. The above may constitute practical guidelines for future use by parties of similar proceedings.

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