| In Principle

An appraisal of assets in the course of corporate reorganisations is a required element for determining their value when transferred from one company to another as a result of a merger or demerger. But the procedure for reorganising companies is often lengthy, and during the course of the procedure components of the transferred assets or liabilities may change due to ordinary or extraordinary circumstances. Or the appraisal itself may change. This raises a fundamental question of the extent to which the reorganisation documentation must be modified, including the draft terms of merger or demerger, and how these changes can be reflected in the accounting records without having to redo the entire reorganisation procedure.

Poland’s Commercial Companies Code allows for conversion of a joint-stock company (SA) into a limited-liability company (sp. z o.o.), but many formalities are required and not always clearly regulated. Mistakes at any stage of the process may result in the court refusing to register the conversion. In this article, we describe the stages of the process and selected practical issues that may arise.

This issue continues to raise numerous doubts under Polish law. The doubts surround the number of financial statements required by law to be prepared in relation to the conversion, the reporting period covered by each financial statement, and the obligation for the financial statement to be examined by an auditor and approved by the competent body. Of particular importance is the correct determination of the period for which the first annual financial statement of the company post-transformation (the “new” company) must be prepared, which directly affects the method for distribution of profit from the company prior to transformation (the “old” company) and the limitations on distributions.

An interview with adwokat Filip Rak from the criminal practice at Wardynski & Partners on the role of values in a lawyer’s work, protection of minority groups, the rights of LGBTIQ people, and changes needed in Polish anti-discrimination law.

A revolution is coming in communications between Polish companies and state and local administrations and the courts. It will take the form of the e-Delivery electronic system through which public administrative offices (including tax offices) and courts will communicate with companies and citizens. The system will also be used for communications between private entities, for example business-to-business. All indications are that it will be a very useful solution.

In recent years, new EU legislation has appeared addressing the influence of third countries on proper functioning of the internal market, including a mechanism for examination and control by the Commission of subsidies granted by third countries for planned economic activity in the EU of publicly or privately owned undertakings. The new rules also involve control of concentrations within the EU.

In this episode dr Iga Małobęcka-Szwast, LL.M., discusses what are the legal risks of using generative AI and how to mitigate them.

According to Eurostat figures for 2021, Poland has become the EU leader in cars registered per 1,000 inhabitants, at 687. At the same time, 37% of cars registered in Poland are 10–20 years old, and more than 41% are over 20 years old. Should Poles fear the adoption of a tax on combustion-engine cars?

On 26 June 2023, the Polish Financial Supervision Authority (KNF) adopted the new Recommendation U on good bancassurance practices, which will replace the previous Recommendation U of June 2014.

Directive (EU) 2023/970 of the European Parliament and of the Council to strengthen the application of the principle of equal pay for equal work or work of equal value between men and women through pay transparency and enforcement mechanisms was adopted on 10 May 2023. What new obligations will employers face? How does EU law understand equal pay

A key issue in protecting trade secrets in public procurement is to demonstrate the economic value of the confidential information. Despite many rulings by the National Appeal Chamber and interpretations by commentators, it remains a controversial issue.

Public procurement is subject to the general principle of openness. Sometimes, this conflicts with the interests of contractors, who can protect their companies’ valuable information and knowhow by designating it as a trade secret. But this is not an automatic process, as it requires contractors to make a credible showing of the rationale for protecting the information. In a recent ruling, the National Appeal Chamber clarified the conditions for correctly reserving trade secrets.