Legal consequences of improper selection of the auditor to examine a company’s financial statement
It sometimes happens in practice that auditors proceed to examine a company’s annual financial statement before they are formally selected by the competent authority of the company. Can this practice have negative consequences?
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?
Advance dividend: When can the company demand a refund?
Payment of an advance against anticipated dividends is attractive for shareholders but carries a major risk, particularly for the company. At the end of the financial year it may turn out that there is no basis for paying a dividend. Then can the company require the shareholders to return the advance?
New, lower corporate income tax—but not for everyone
A new tax rate for income of legal persons will enter into force on 1 January 2017. It will not apply to all taxpayers, however, but will depend on the amount of income. The same amending act introduces several other significant changes, particularly affecting the practice of corporate reorganisations (e.g. exchange of shares or in-kind contributions).
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
New regulations for small businesses
The Act Amending the Business Freedom Act and Certain Other Acts entered into force on 19 May 2016. The changes mainly affect Poland’s small business register—the Central Register and Information on Economic Activity (CEIDG).
Contributions to share capital in foreign currency and foreign exchange differences
With economic globalisation, foreign investors often decide to pay capital contributions to Polish companies in foreign currencies. This raises the question of how to convert these amounts into Polish currency.
The family company: Prospects for entrepreneurs
Micro, small and medium-sized enterprises, often family firms, are the driving force behind the Polish economy and the hallmark of Polish entrepreneurship. But Polish law is not ideally suited to the specific nature of family firms. Hence new legal solutions are being proposed that would help family firms pursue their business in Poland.
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.
Shareholder loans under the amended Bankruptcy Law
Systemic amendments to Poland’s Bankruptcy & Recovery Law enter into force on 1 January 2016.
One resolution, many doubts
The Supreme Court has ruled that it is impermissible to issue a commercial proxy to one person allowing the proxy to act only jointly with a member of the management board. What does this ruling mean for companies that have already issued such proxies?
Internal investigations: An alternative for law enforcement authorities?
Internal investigations conducted by enterprises in-house when irregularities are suspected offer many advantages to businesses compared to initiatives undertaken by public law enforcement authorities.
