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?
Shareholder’s proxy at the general meeting of a public company
The season for annual general meetings is approaching with the deadline for approval of the financial statements of Polish companies. Shareholders need not participate in the meeting personally, but may appoint a proxy. However, the law provides for certain differences in appointment of proxies in listed and unlisted companies.
Specification of the subject of the company’s business in the register
Practical remarks based on the regulations on the National Court Register and the Polish Classification of Activity.
More flexibility for firms: January amendments to the Commercial Companies Code and other acts
Some of the provisions amending the Commercial Companies Code and other acts went into force on 15 January 2015, mainly concerning establishing and operation of a business in the form of a registered partnership, a limited partnership or a limited-liability company.
Can management board members be appointed retroactively?
If members of the management board are not reappointed for another term, the company does not have a properly constituted representative body. This can affect the validity and effectiveness of actions taken for the company.
Optimal transaction structure and environmental risk
Selection of the structure for transactions typically depends on business conditions and tax considerations, but findings made in environmental due diligence are also beginning to play a greater role.
Who needs paper?
When conducting transactions involving shares in a Polish joint-stock company, it is essential to formulate the share sale agreement properly and carry out the measures required for effective transfer of the share rights to the buyer.
End of the procedure for transferring rights and obligations under emissions permits?
The Sejm has passed an amendment eliminating the administrative procedure for transferring permits. When it comes into force, the acquirer of an installation will automatically assume the rights and obligations under the permits for the installation.
Share transactions and the right to vote the shares of a public company
It may happen that a shareholder of a public company is not entitled to vote its shares at the company’s general meeting.
Between legal and environmental due diligence
Before a transaction, an investor will often hire consultants to conduct environmental due diligence. The environmental impact of business operations are also an element of legal due diligence. How are these two types of due diligence interrelated?
Contractual clauses concerning environmental aspects of M&A transactions
Properly constructed contractual provisions should adequately secure the interests of the parties in the event of environmental violations. They are relevant to nearly every deal.
Downstream merger: acquisition of a parent company by a subsidiary
Although it is possible for a limited-liability company to acquire its own parent company, the transaction carries legal risk.
