A guide on how (not) to write jurisdictional clauses
In agreements with foreign counterparties, provisions on which courts have jurisdiction to resolve disputes are standard, but they are often drafted by rote, without deeper reflection. If a dispute unexpectedly occurs, this can lead to serious problems. Based on our experience, we suggest how to avoid the worst mistakes.
Secondary use of electronic health data
Regulating the secondary use of health data opens up research and analytical opportunities, which can drive scientific progress, new products and devices, digital innovation in the healthcare sector, and improvement of the healthcare system.
A debtor disposes of assets before the debt falls due: Can the creditor pursue a fraudulent transfer claim against a third party?
An investor and a contractor sign a construction contract. Before the contractor begins work, the investor disposes of valuable assets, from which the contractor could satisfy its claim for the fee, but the fee will not be due until completion of the work. In that situation, can the contractor take advantage of the broad protection of a fraudulent transfer claim against a third party?
Establishing the invalidity of a fraudulent agreement as an alternative to ruling it ineffective under Civil Code Art. 59
A year has passed since a counterparty entered into an agreement with a third party preventing actual performance of a contract previously entered into with the counterparty. Thus the one-year time limit under Art. 59 of the Polish Civil Code has already expired. Is there still any chance to eliminate from legal circulation a fraudulent transaction that harms the creditor?
New rules for liability for environmental crimes necessitate a review of compliance policies in companies
In a few days, the Act of 22 July 2022 Amending Certain Acts to Combat Environmental Offences will enter into force. It changes the rules of liability for commission of offences by corporate entities. Prosecutors in Poland will no longer have to obtain a conviction of a natural person affiliated with a corporate entity before pursuing criminal charges against the corporate entity. This removes the main practical obstacle which has made it extremely rate for law enforcement to seek to hold companies criminally liable. As a result of the changes, we expect a larger number of criminal proceedings against companies. Environmental compliance is a solution for reducing this risk.
Payment under a warranty agreement—an alternative to a contractual penalty
In commercial practice in Poland, including M&A transactions, e.g. in share transfer agreements and shareholders’ agreements, the parties often secure their interests with clauses providing for contractual penalties which one party can claim if the other party breaches an obligation under the agreement. Contractual penalties are specifically regulated by the Civil Code. But increasingly, parties protect their interests with the alternative construction of a warranty agreement, which is not specifically regulated by the Civil Code.
The electricity market: Prospects for renewable producers after winning an auction
The situation on the energy market has never been so dynamic. Many claim that high energy prices will not allow economic growth to be sustained, and will lower consumers’ standard of living. It would seem that at least generators of electricity from renewable energy sources are happy about the higher energy prices on the market, as they can sell power for more while keeping production costs relatively low. But when these producers participate in the RES auction support system, their situation becomes more complicated than it might seem at first glance.
Vehicle forfeiture: A problem for employers?
On 7 February 2022, the Polish Sejm adopted an amendment to the Criminal Code introducing a controversial proposal for ordering the forfeiture of vehicles driven by intoxicated traffic offenders. Ordered by the criminal court, the change of ownership from the driver to the State Treasury is intended to help the justice system effectively combat road hogs and drunk drivers. The amendment is currently being considered by the Senate, which can still make changes. But it can already be predicted that rulings on vehicle forfeitures will face difficulties.
Time for an ESG strategy
Two major proposals for ESG directives—the Corporate Sustainability Due Diligence Directive (CSDDD) and the Corporate Sustainability Reporting Directive (CSRD)—are currently working their way through EU institutions. Soon, more and more companies will have to take environmental, social and governance issues into consideration in the course of their day-to-day operations if they wish to stay in business and remain competitive. It is high time for companies to develop and implement an ESG strategy.
Tax proceedings and trust in public authorities
Issuing a permit to demolish a building, then blocking the demolition and demanding payment of tax on the undemolished building, while ignoring a request for an individual interpretation on the matter, hardly fosters citizens’ trust in the public authorities. It is also unlawful.
Primary use of electronic health data
All EU citizens will have access to their electronic health records by 2030 thanks to the EU’s central eHealth platform linking national contact points to the MyHealth@EU infrastructure and efficient national digital health authorities.
Cable pooling: A solution for a shortage of grid connections, and a way to use energy infrastructure more efficiently?
In Poland, public opinion and the private sector agree that faster development of renewables is needed to free the country from dependence on fossil fuel imports, and to reduce domestic coal-fired generation. The private sector has funds to develop renewable energy, for its own use or to sell to the market. And no one needs to be persuaded that the current high energy prices will reduce the competitiveness of the Polish economy over time. So the will and the funds are there. But the barrier is connecting renewable energy sources to the grid, which is simply losing its capacity.
