Bartosz Kuraś | In Principle

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.
 

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.

A limited-liability company is represented by its management board. The right of the management board to represent the company covers all actions, including entering into contracts, court actions, making declarations, accepting declarations, etc. It cannot be restricted. However, the management board cannot represent the company in its dealings with a member of the management board.

On 19 June 2020, the Parliament adopted “Shield 4.0,” new law of great importance for M&A practice. Shield 4.0 amends the Act on Control of Certain Investments of 24 July 2015 and enters into force on 24 July 2020.

For obvious reasons, remote signing of contracts has assumed great significance recently. To conclude a contract, is it sufficient to exchange a few emails or to transmit electronically signed documents? It depends.

A bill has been submitted to the Sejm proposing major changes to the procedure for classification of objects or substances as by-products. If the amendment is passed, this will have a negative impact on anybody who uses such products in their activity. All classifications of objects or substances as by-products performed under the current laws will expire six months after the new bill comes into force.

The act of planning and preparation for a venture cannot be regarded as an “activity” causing an imminent threat of environmental damage.

During due diligence, it should be determined whether a producer of waste has released itself from proper management of the waste by outsourcing management of the waste to third parties.

The Act of 8 March 2013 Amending the Act on Protection of Agricultural Land and Woodlands went into effect on 26 May 2013—introducing major changes affecting persons seeking to build on highly productive agricultural land.

Do waste management decisions and notifications retain their validity after entry into force of the new act?

The new Waste Act of 14 December 2012 went into force on 23 January 2013. It introduces major changes in the waste management system in Poland. The prior Waste Act of 27 April 2001 will continue to apply in certain areas, however.

Imposing remedial measures requires a finding of environmental harm, including determination of a reference point for assessment of the damage. If an ecological NGO claims environmental harm, it must be properly documented.