| In Principle

Wolters Kluwer has published its fifth report on the changes, opportunities and challenges lawyers face around the world. This year’s survey included 700 lawyers working in law firms, legal departments and consulting companies in Belgium, France, Germany, Hungary, Italy, the Netherlands, Poland, Spain, the United Kingdom, and the United States. What are its implications?

The choice of a fee model is a key element of any contract for construction works. In market practice, several mechanisms are in place for determining the payment method, each of which has its advantages and disadvantages. The chosen fee model should correspond to the specifics and scope of work and take into account the interests of both parties to the contract.

According to estimates by Interpol and the United Nations Environment Programme, environmental crime is the fourth-largest area of criminality in the world. Offences against the environment are also a major source of income for organised crime. Countering these phenomena requires developing a common approach at the European level.

In the newest episode of "News from Poland. Business and Law" Zuzanna Śladowska in a conversation with Konrad Grotowski, explains the revolution that is coming in how Polish firms will communicate with state, local administration and the courts.

Usually, a merger of companies in Poland requires a number of legal steps and preparation of extensive documentation. This can make mergers complicated and costly, in particular if companies with different shareholding structures are involved. But in some cases the regulations allow the parties to simplify the procedure by excluding certain obligations—if certain conditions are met regarding the capital structure of the companies.

Under current regulations in Poland, in post-merger accounting, tax losses of the acquired company cannot be recognised. However, it is possible to settle tax losses of the acquiring company, although this is not always the rule. In determining whether the acquiring company is entitled to settle tax losses, it is necessary to assess whether the company’s actual principal business after the takeover is wholly or partially different from that before the takeover. What, in essence, is covered by the notion of “actual principal business”? When should the principal business be considered to have changed “in part”?

An element of any proposed merger of companies in Poland is determination of the ratio for exchange of shares of the companies participating in the merger and the amount of additional payments, if any, unless there is no exchange of shares. But sometimes the parties do not have to set a share exchange ratio in the merger process.

For companies participating in a reorganisation to continue pursuing their owners’ objectives, permits, licences or other administrative decisions necessary for operation must be secured. Proper preparation for this process requires not only knowledge of the regulations under which the administrative decisions are issued, but also the agencies’ procedural practice.

Converting a company’s liability into capital can be a way to “heal” its balance sheet. This can increase the company’s credibility with counterparties and reduce the risk of insolvency. Conversion can also generate tax benefits, for example by reducing interest expense to below the deductible limit.

The campaign 16 Days of Activism Against Gender-Based Violence is underway. On this occasion, we speak to adwokat Dr Artur Pietryka of Wardynski & Partners’ criminal practice about the need to amend the Polish law on sexual assault.

The 15 September 2023 amendment to Poland’s Commercial Companies Code introduced a number of changes to the cross-border merger procedure. Such a merger has its peculiarities because it is subject to the laws of more than one EU member state. During a cross-border merger, a number of practical aspects can significantly affect the speed and efficiency of the procedure.

On 15 September 2023, an amendment to the Commercial Companies Code entered into force, introducing into the Polish legal system a previously unknown method of demerging companies: the demerger by spin-off. The parliament was obliged to implement EU directives providing for the demerger by spin-off as well as additional methods for cross-border demerger.