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The creditor as an injured party in criminal proceedings
It often happens that a creditor in a civil relationship is also harmed by the debtor’s action that may qualify as a crime. In such cases, in addition to pursuing claims through civil proceedings, the creditor can also take action against the debtor in criminal proceedings.
Listing of entities for Polish and EU sanctions
At the EU and national levels, severe economic sanctions are in place against many entities, mainly Russian. After entry into force of the Sanctions Act (the Act on Special Solutions for Countering Support of Aggression Against Ukraine and Protecting National Security of 13 April 2022), first published on 26 April 2022, the Polish sanctions list maintained by the Minister of the Interior and Administration took on particular significance. The purpose of its creation is clear: to counter support for Russia’s aggression against Ukraine. Nevertheless, the criteria for inclusion in the list are not clear-cut, and the procedure for issuing a listing decision greatly limits the right to defend against wrongful inclusion, as Polish entities can easily be included in the list.
The Holding Law in practice: Do companies need to amend their articles of association?
The recent amendment to the Commercial Companies Code introduces a number of important changes for companies, especially companies operating within corporate groups. This raises the question of whether companies should adapt their corporate documents to reflect these changes.
Squeezeout and buyout under the new Holding Law
On 12 April 2022, the new Holding Law was published in the Polish Journal of Laws, introducing into the Commercial Companies Code new regulations on the activity of corporate groups, including the possibility to squeeze out minority shareholder’s stakes in subsidiaries.
Binding instructions for conduct of the company’s affairs under the new Holding Law
Until now, corporate officers have had to act solely in the best interests of their own company, which has made the operation of corporate groups difficult. As of October 2022, it will be possible to issue binding instructions to subsidiaries affiliated with formalised corporate groups. What must such an instruction contain, can the execution of such an instruction be refused, and what if the company suffers a loss as a result of execution of binding instructions?
The business judgment rule
The management board conducts the affairs of the company, represents the company externally, and under certain circumstances can be liable to the company and its creditors. Management board members should act with due care, which corresponds to the standard of care that would be observed by a conscientious merchant in dealings of a given sort. Failure to observe due care can lead to liability of members of the corporate authorities—and conversely, compliance with due care can shield them from such liability. An amendment to the Commercial Companies Code will make certain changes to these rules.
New law on corporate groups enters into force in October 2022
An act amending the Commercial Companies Code was published in the Journal of Laws on 12 April 2022. It establishes the rules for operation of capital groups in Poland and modifies certain rules for operation of corporate authorities. The act will enter into force six months after publication.
News from Poland—Business & Law, Episode 18: Economic sanctions against Russia
The latest episode of News from Poland is devoted to implementation by Polish companies of sanctions imposed on Russia for its attack on Ukraine. This topic is discussed by Anna Olejniczak-Michalska from the firm’s Private Client practice and Łukasz Lasek from the firm’s Dispute Resolution & Arbitration practice.
A fraudulent transfer claim does not always enjoy priority of satisfaction
In a recent resolution, the Supreme Court of Poland addressed the legal situation of a creditor bringing a fraudulent transfer claim against a third party, compared to other creditors of the third party.
A contractual penalty in public procurement is not damages
The Public Procurement Law of 11 September 2019 improperly implements the exclusion ground for improper performance of a former contract, as it ignores the specifics of the Polish public procurement market. This error can be corrected by a legislative change or by a pro-EU interpretation of the existing law.
