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Liquidation of branches of foreign undertakings—proposed amendments
new provisions, corporate
Under proposed changes, the procedure for liquidation of branches of foreign undertakings would become easier and would also comply with EU law. Thus after several years of uncertainty and disagreement on this topic, Polish law should return to the position approved by the Supreme Court in 2007.
Duties of the management board concerning company financial reports
What are the possible consequences for failure to comply with these duties, and can the management board assert as a defence that the authority approving the financial reports has failed to reach a decision?
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?
Advance dividend: When can the company demand a refund?
Payment of an advance against anticipated dividends is attractive for shareholders but carries a major risk, particularly for the company. At the end of the financial year it may turn out that there is no basis for paying a dividend. Then can the company require the shareholders to return the advance?
Holders of shares of pre-war companies: Shareholders or collectors?
The holders of share certificates of Giesche SA did not succeed in reactivating the pre-war company. But does that mean that share certificates issued by pre-war Polish companies are now only of value as collector’s items?