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No-par shares in limited-liability companies in bill to amend the Commercial Companies Code
The government plans revolutionary changes in the asset structure of limited-liability companies to go into effect 1 January 2015.
No-par shares in limited-liability companies in bill to amend the Commercial Companies Code
The death of a member: Uncertain fate of a registered partnership with heirs involved
When a member of a partnership dies, it can have serious legal consequences for the future existence of the firm. Depending on the type of partnership, the death of a partner may even result in dissolution of the partnership.
The death of a member: Uncertain fate of a registered partnership with heirs involved
Can management board members be appointed retroactively?
If members of the management board are not reappointed for another term, the company does not have a properly constituted representative body. This can affect the validity and effectiveness of actions taken for the company.
Can management board members be appointed retroactively?
Corporate restructuring and creditors’ involvement in debtor’s corporate structure
Participation in the authorities of debtor companies gives creditors a greater assurance that restructuring programmes will be properly implemented, but also entails certain burdens, risks and obligations.
Corporate restructuring and creditors’ involvement in debtor’s corporate structure
It's not just Giesche
The legal status of holders of pre-war bearer stock certificates remains unresolved.
It's not just Giesche
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.
Downstream merger: acquisition of a parent company by a subsidiary
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.
Secured creditor's standing to challenge shareholders' resolution
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?
Holders of shares of pre-war companies: Shareholders or collectors?
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.
Validity of current shareholder's title to shares
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.
Boilerplate clauses in transaction agreements under Polish law
Principles of social coexistence = good practices
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.
Principles of social coexistence = good practices
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.
The corporate charter of the target should be reviewed before the transaction