Liability for representations and warranties concerning the condition of the company in a corporate sale
Making false representations about the state of tax liabilities of a company being sold may make it necessary to cover the buyer’s losses, even years after the transaction.
The energy regulator is required to consider the effects of a merger by an industrial user of electricity
The president of the Energy Regulatory Office has withdrawn from imposing sanctions on a company that relied on data for a company acquired in a merger when applying for the status of an industrial user of electricity.
When planning a reorganisation of corporate form, think about the public procurement consequences
The automatic assumption of contracts that occurs in universal succession doesn’t work in the case of public procurement. The contracting authority must decide on the fate of the contract after verifying the new contractor.
Pledge of Polish receivables under foreign law
Can receivables governed by Polish law be effectively encumbered by a pledge governed by foreign law?
When does the appointment of a member of a supervisory board of a joint-stock company end?
The issue of determining when the appointment of a member of the supervisory board of a joint-stock company ends in connection with the expiration of the term of office has been the subject of doubts and disputes for some time. It was particularly problematic to determine when the appointment ends when the term of office does not coincide with the financial year. The Supreme Court of Poland recently addressed this issue.
Business Law: New rules for administrative proceedings
A proposal for a long-promised act intended to facilitate the operation of businesses was published on the Government Legislation Centre website in February. The proposed Business Law contains a set of rules that would apply in administrative proceedings from as early as September 2017.
The concept of agricultural real estate under the Agricultural System Act
The broad limitations on trading in agricultural land introduced by amendment of the Agricultural System Act require extreme caution in any transaction potentially involving this type of property, as the definition of agricultural land assumes huge importance.
Important changes in joint commercial proxies
An amendment to the Polish Civil Code has created new types of commercial proxies but also raised doubts about the legitimacy of joint commercial proxies granted before the new legislation came into force.
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?
Is the shareholders’ wish the management board’s command?
A few remarks on the limits of the management board’s decision-making autonomy from the shareholders
How to resign from the management board and be sure it’s effective?
Effective resignation by a member of the management board of a company is not an easy matter. The First President of the Supreme Court of Poland recently applied for a resolution on the matter by a seven-judge panel of the Supreme Court.
Share transactions and Ministry of the Interior permits
When acquiring shares in a Polish company for a foreign buyer, it must always be examined whether a permit from the Minister of the Interior is required because real estate in Poland is involved. Sometimes a permit is required to acquire even a single share.