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Downstream merger: acquisition of a parent company by a subsidiary
Although it is possible for a limited-liability company to acquire its own parent company, the transaction carries legal risk.
Secured creditor's standing to challenge shareholders' resolution
A creditor who attaches shares in a limited-liability company through execution may apply to set aside a resolution by the shareholders’ meeting.
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?
Validity of current shareholder's title to shares
Comments on the consequences of failure to observe the required form when selling shares in a limited-liability company and the possibility of correcting this defect.
Boilerplate clauses in transaction agreements under Polish law
Not every solution that works in a contract under foreign law is equally effective or justified when the contract is governed by Polish law.
Principles of social coexistence = good practices
corporate, Supreme Court
According to the Supreme Court, a shareholders’ resolution inconsistent with principles of social coexistence violates good practices under Art. 249 §1 of the Commercial Companies Code.
The corporate charter of the target should be reviewed before the transaction
Comments on restrictions on the sale of shares under a company’s articles of association or statute.
When is a company prohibited from paying out money to its shareholders?
Risks connected with shareholders’ receipt of money from a limited-liability company out of the assets necessary to cover the share capital.
Changes in the National Court Register
Amendments have been proposed to the law governing the process of registering entities required to be entered in the National Court Register.
A shareholder's right to exercise individual supervision of the affairs of a limited-liability company
Shareholders may obtain knowledge about the affairs of a limited-liability company not only from the company’s annual financial report and the management board’s annual business report.
Sale of a business and transfer of commercial agreements
The acquirer of an enterprise does not automatically become a party to commercial agreements concluded as part of the business operated by the seller.
Starting a business in Belarus
With simplified registration procedures, it now takes just a day to establish a business in Belarus. When registration is based on documents from Poland, no additional legalisation is required.