Piotr Wcisło: articles by this author
Even such unusual circumstances as a pandemic do not overthrow the general principle that contracts should be performed (pacta sunt servanda). But this does not mean that the current situation has no impact on the substance or performance of contractual obligations.
Closing date of an M&A transaction and the right to participate in the general meeting of a non-public joint-stock company
The Commercial Companies Code regulates in detail the rules for shareholders’ participation in the general meeting of a joint-stock company. The resulting legal conditions should be taken into account when planning the timeframe for M&A transactions to adequately secure the rights of the buyer of shares, and in particular, the possibility for the buyer to participate in the general meeting of a non-public joint-stock company after the closing of the transaction.
According to the applicable regulations, in order to transfer the ownership of shares, it is necessary to have a tangible element in the form of transfer of possession of registered shares or delivery of bearer shares. The transfer of ownership of registered shares additionally requires the conclusion of an agreement between the seller and the buyer (either on the share document itself or in a separate document), while the transfer of bearer shares may take place even without the conclusion of a formal agreement, through the mere delivery of the shares. Considering the significant legal consequences of delivering a bearer instrument, it is necessary to consider how to understand the term “delivery of shares”.
Systemic amendments to Poland’s Bankruptcy & Recovery Law enter into force on 1 January 2016.
Comments on restrictions on the sale of shares under a company’s articles of association or statute.
The acquirer of an enterprise does not automatically become a party to commercial agreements concluded as part of the business operated by the seller.