In its judgment of 3 March 2026 (case no. II CSKP 692/24), the Supreme Court confirmed the principles for determining the price in the mandatory buyout of shares of a public company. This is an important ruling for the capital market.
On 3 March 2026, the Supreme Court delivered a significant judgment for capital market practice—dismissing the cassation appeal of minority shareholders of a joint-stock company and confirming the correctness and full compliance with the law of the mandatory share buyout process (“squeeze-out”).
The Supreme Court fully upheld the arguments of the defendants, indicating that the buyout price determined in accordance with Articles 79 and 82 of the Act on Public Offering is correct and that there is no legal gap in this respect.
The judgment is of considerable importance for stock market investors, M&A advisers, management boards of public companies, and funds acquiring entities listed on the Warsaw Stock Exchange, as it unequivocally confirms the stability and predictability of the rules governing squeeze-outs.
Key Significance of the Ruling
The Supreme Court’s judgment introduces into legal practice two fundamental findings:
- Buyout Price Determined in Accordance with Article 79 of the Act = Fair Price
The Supreme Court confirmed that the fair value in a mandatory buyout of a company listed on the Warsaw Stock Exchange is defined by statutory market-based minima, rather than by book value or theoretical models (e.g. DCF).
The Court emphasised that for a public company, it is the market—not the balance sheet—that determines the actual value of shares, thereby concluding a long-standing debate regarding the alleged “undervaluation” of shares in capital-intensive companies.
- No Grounds for the Analogous Application of the Commercial Companies Code or the Constitution
The Supreme Court rejected arguments based on analogy to Articles 312, 417, and 418 of the Commercial Companies Code (expert valuation in squeeze-outs of non-public companies), the Real Estate Management Act, as well as Articles 21 and 64 of the Constitution (expropriation).
The Court stressed that the mandatory buyout mechanism in public companies constitutes a separate, complete, and autonomous legal regime implementing Directive 2004/25/EC.
Significance of the Judgment for the Capital Market and Public Companies
The judgment has far-reaching practical implications. It enhances legal certainty for investors acquiring companies listed on the Warsaw Stock Exchange. The Supreme Court confirmed that an investor who meets the clear criteria set out in Article 79 of the Act on Public Offering: acts within the bounds of the law, does not need to fear allegations of undervaluation, does not need to apply book value or external expert valuations. This strengthens the security of delisting processes, takeovers, and capital consolidations.
A Clear Signal for Minority Shareholders
The Supreme Court confirmed that the market is the benchmark for determining the value of shares in a public company, and that deviations from market price apply only in exceptional cases explicitly provided for by law.
The ruling prevents the creation of claims based on “subjective” valuations.
Protection of Market Stability and Predictability
The judgment is consistent with the position of the Polish Financial Supervision Authority (KNF), protecting the market against the destabilisation of delisting processes, arbitrary challenges to prices determined in compliance with the law, and transactional uncertainty for acquiring entities.
Why Is This Case Important for the Entire Market?
- First unequivocal Supreme Court judgment on mandatory buyouts following a company’s delisting.
- It resolves the dispute regarding the definition of the “fair value” of shares in public companies.
- It harmonises the practice of common courts and eliminates inconsistencies in case law.
- It facilitates buyout and takeover processes on the Warsaw Stock Exchange.
- It strengthens the protection of acquiring investors by reducing litigation risk.
Commentary by Our Expert – Advocate Katarzyna Nowicka
“The Supreme Court’s judgment of 3 March 2026 is of fundamental importance for capital market practice. The Court confirmed that the squeeze-out process in public companies is autonomously and comprehensively regulated in the Act on Public Offering, and that its key element is the market-based nature of the price. The ruling eliminates long-standing interpretative discrepancies regarding fair value and unequivocally states that for a company listed on the Warsaw Stock Exchange, it is the market—not hypothetical valuation models—that indicates its actual value.
For majority investors, this means greater legal certainty, predictability, and protection against arbitrary challenges to valuations, while for minority shareholders—it provides clear criteria for the protection of their interests, based on transparent market data. The judgment strengthens the stability of delisting and takeover processes, which is of key importance for the development of investment and consolidation strategies on the Polish market.
The Supreme Court also confirmed that there are no grounds for extending the squeeze-out regime through analogies from the Commercial Companies Code. This clarification confirms the legislator’s rationale and protects the market from regulatory uncertainty. As a result, we receive a clear signal: if the price has been determined in accordance with statutory criteria—it is a fair price.
This judgment will become a natural reference point for all future squeeze-out processes in public companies.”
— advocate Katarzyna Nowicka, counsel for the defendants
