M&A

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?

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

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.

Share transactions and Ministry of the Interior permits

When acquiring shares in a Polish company for a foreign buyer, it must always be examined whether a permit from the Minister of the Interior is required because real estate in Poland is involved. Sometimes a permit is required to acquire even a single share.

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.