What does a shareholder have the right to know about a public company?
At a general meeting of a listed company, shareholders have a right to ask questions about the company’s affairs, but management is not required—or even allowed—to answer some of them.
Sale of an enterprise with assignment of rights under commercial agreements
Does the acquirer of an enterprise become a party to commercial agreements related to the enterprise under the same terms as the seller?
When may one shareholder be held liable for the obligation of another?
When acquiring shares in a Polish limited-liability company, the buyer should check the legal basis for any recent payments made to shareholders.
New rules for criminal liability for corporate injury
An act amending the Penal Code and the Commercial Companies Code went into effect on 13 July 2011, modifying the rules for criminal liability of persons serving on the management boards of Polish companies.
Krzysztof Libiszewski: When there is a dispute between shareholders, the company always suffers
Litigation Portal: You co-head the Corporate Law practice at Wardyński & Partners. The team mainly handles transactions in which the parties have a common economic goal they seek to achieve. But sometimes disputes may arise?
New rules for liability for injury to a company
Regulations liberalising the rules for criminal liability of management board members of capital companies go into effect on 1 July 2011.
Maintaining and storing Polish company accounts outside Poland
Under recently amended provisions of the Polish Accountancy Act, authorised entities outside Poland may maintain and store accounts of Polish companies—but only in compliance with Polish accounting requirements.
What may a fund do as a shareholder of a public company?
Statutory restrictions on participation of open investment funds in joint-stock companies should be interpreted narrowly. Restrictions on voting rights do not limit the exercise of other share rights.
Company must be notified of acquisition of shares
The transaction of acquiring shares in a limited-liability company typically ends upon signing of the share sale agreement, but the acquirer’s duties do not end there.
Rules for repayment of surcharges in a limited-liability company
The articles of association may include provisions covering the rules for repayment of surcharges to the shareholders. Absent such provisions, the rules set forth in the Commercial Companies Code will apply.
Easier to file for bankruptcy
An amendment to the Polish Bankruptcy Law went into effect on 22 December 2010, giving debtors a chance to supplement deficient bankruptcy petitions while maintaining the original filing date.
Non-discrimination also applies to management board members
A member of a company management board may be regarded as an employee within the meaning of Council Directive 92/85 EEC of 19 October 1992. Removal of a pregnant woman from the management board may thus be successfully challenged as discriminatory.
