M&A

The long and winding road to lawful distribution of dividends

The process leading up to payment of dividends by a company, although highly formalised, is familiar to the players and should not present great difficulties. But it nonetheless requires vigilance, because failure to comply with the statutory requirements can have serious consequences, particularly as it is easy to fall afoul of the changing regulations.

Basic business intelligence in Poland

Starting a new business or establishing relations with other businesses always carries with a certain degree of risk. Thus an extensive legal background check of a prospective business partner will usually be advisable. The question is what is the reasonable scope of such a check and what sort of information may be obtained from public sources.

Liability for representations and warranties concerning the condition of the company in a corporate sale

Making false representations about the state of tax liabilities of a company being sold may make it necessary to cover the buyer’s losses, even years after the transaction.

The energy regulator is required to consider the effects of a merger by an industrial user of electricity

The president of the Energy Regulatory Office has withdrawn from imposing sanctions on a company that relied on data for a company acquired in a merger when applying for the status of an industrial user of electricity.

When planning a reorganisation of corporate form, think about the public procurement consequences

The automatic assumption of contracts that occurs in universal succession doesn’t work in the case of public procurement. The contracting authority must decide on the fate of the contract after verifying the new contractor.

Pledge of Polish receivables under foreign law

Can receivables governed by Polish law be effectively encumbered by a pledge governed by foreign law?