M&A | In Principle

The authors report from the IBA European Regional Forum conference in Warsaw on a discussion among lawyers from throughout Central & Eastern Europe on the best ways to minimise common risks encountered in international transactional practice.

The Polish system of law recognises the freedom of commerce. The main act governing this area of law is the Act on Freedom of Economic Activity. The act sets down the rules applicable to the activity of business entities.

The limitations on acquisition of land by foreigners fell dramatically when Poland joined the EU, but acquisition of agricultural land still requires a permit and causes many practical problems.

The requirement that the share capital of a limited-liability company be fully covered prior to registration of the company is tied to liability in the event that an in-kind contribution is made to the company at an inflated value.

The manner in which a structure on land is defined determines the tax consequences of sale of the land.

On 22 February 2013, the lower house of the Polish Parliament voted to reject a bill that would reduce the minimum statutory share capital in limited-liability companies. But changes are still necessary.

It is not always possible to develop an innovation from scratch. But fortunately, good new ideas can also be bought.

Comment and consultation on the proposal are drawing to a close.

External, independent opinions on the fairness of the financial conditions of M&A transactions are gaining popularity in Polish practice.

The time when Western firms made spectacular M&A investments in Asian markets is over.

In the course of the past four years, Drumet, a Polish producer of steel wire, has gone through an interesting series of ownership changes.

In a cross-border merger, the employees must have an opportunity to participate in the merger procedure and in the governance of the new company—typically by having an influence on the composition of the supervisory board.