Important changes in joint commercial proxies
An amendment to the Polish Civil Code has created new types of commercial proxies but also raised doubts about the legitimacy of joint commercial proxies granted before the new legislation came into force.
Can merger or reorganisation of a company eliminate the risk connected with acquisition of its defective shares?
In M&A, one of the key elements of due diligence prior to conducting a share deal is verifying legal title to the company’s shares. Any irregularities discovered in this respect can represent a significant risk for the potential acquirer of the shares. Can a merger or change in corporate form eliminate this risk?
Is the shareholders’ wish the management board’s command?
A few remarks on the limits of the management board’s decision-making autonomy from the shareholders
How to resign from the management board and be sure it’s effective?
Effective resignation by a member of the management board of a company is not an easy matter. The First President of the Supreme Court of Poland recently applied for a resolution on the matter by a seven-judge panel of the Supreme Court.
Share transactions and Ministry of the Interior permits
When acquiring shares in a Polish company for a foreign buyer, it must always be examined whether a permit from the Minister of the Interior is required because real estate in Poland is involved. Sometimes a permit is required to acquire even a single share.
One resolution, many doubts
The Supreme Court has ruled that it is impermissible to issue a commercial proxy to one person allowing the proxy to act only jointly with a member of the management board. What does this ruling mean for companies that have already issued such proxies?
Shareholder’s proxy at the general meeting of a public company
The season for annual general meetings is approaching with the deadline for approval of the financial statements of Polish companies. Shareholders need not participate in the meeting personally, but may appoint a proxy. However, the law provides for certain differences in appointment of proxies in listed and unlisted companies.
Specification of the subject of the company’s business in the register
Practical remarks based on the regulations on the National Court Register and the Polish Classification of Activity.
More flexibility for firms: January amendments to the Commercial Companies Code and other acts
Some of the provisions amending the Commercial Companies Code and other acts went into force on 15 January 2015, mainly concerning establishing and operation of a business in the form of a registered partnership, a limited partnership or a limited-liability company.
Can management board members be appointed retroactively?
If members of the management board are not reappointed for another term, the company does not have a properly constituted representative body. This can affect the validity and effectiveness of actions taken for the company.
Optimal transaction structure and environmental risk
Selection of the structure for transactions typically depends on business conditions and tax considerations, but findings made in environmental due diligence are also beginning to play a greater role.
Who needs paper?
When conducting transactions involving shares in a Polish joint-stock company, it is essential to formulate the share sale agreement properly and carry out the measures required for effective transfer of the share rights to the buyer.
