Commercial Appellate Court Victory in a Shareholder Dispute for Živković Samardžić Client

by ZS Law

Živković Samardžić, one of the Serbia’s leading full-service independent law firms, has secured an important victory for its client TITAN, an international cement and building materials producing group with operations in 14 countries, headquartered in Athens, Greece, in a dispute with former minority shareholders of Group’s Serbian subsidiary Cementara Kosjerić.

The dispute that was finally resolved by the Commercial Appellate Court in Belgrade related to the 2009 squeeze-out of minority shareholders, which was governed by the 2006 Securities and other financial instruments Act in force at the time.

TITAN acquired 70% of shares of Cementara Kosjerić, a cement plant in Western Serbia, through privatization in 2002. At the same time, 7.93% of shares were distributed free of charge to employees, while 22.07% of shares remained state-owned. In the December of 2008, TITAN has acquired state-owned package of shares and made an offer to the minority shareholders, that was accepted by some and resulted in Group’s owning more than 95% of shares, thus exceeding threshold allowing for a squeeze out of remaining minority shareholders. The squeeze out was enforced in 2009 with no formal objections made by any dissenting minority shareholder. A group of ten minority shareholders decided to sue in 2014 claiming certain alleged irregularities related to the sale of state-owned package of shares. The Commercial Court in Belgrade rejected the claim in 2017 and the Commercial Appellate Court, acting upon the minority shareholders’ appeal, decided to dismiss the appeal, finding that the squeeze out was enforced fully in accordance with the 2006 Securities and other financial instruments Act.

The Živković Samardžić team representing TITAN was led by Miloš Živković, of counsel and Igor Živkovski, partner.

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