M&A and corporate law following a “hard Brexit”

It is looking increasingly likely that an agreement governing relations between the UK and the EU after 31 December 2020 will not be reached in time. This could cause some legal turbulence.

Decisions taken remotely by company bodies

Among many problems facing businesses now is efficient management and decision-making when members of the company’s governing bodies cannot appear in person at headquarters for various reasons. Technology ensures efficient communications, but the possibility for corporate bodies to take resolutions remotely has been debatable in some situations.

Websites of private joint-stock company or joint-stock limited partnership

Does a company or limited partnership have to have its own website? Does it have to operate the site itself? What information must be posted there? Practical pointers under the amended Commercial Companies Code

Compliance and competition law

A competition compliance programme should protect an undertaking against commission of violations prosecuted by the competition authority. This applies to anticompetitive arrangements between competitors, or between suppliers and distributors, as well as abuse of a dominant position. Such infringements are threatened by punishment of up to 10% of an undertaking’s annual turnover.

Compliance programmes and the operation of law enforcement authorities

Activity of law enforcement authorities concerning irregularities of a criminal nature can result in heavy losses to a company’s finances and image. Certain investigative and procedural measures (such as a search of corporate premises, seizing items or detaining people) can have a negative impact on the company’s business and reputation. The consequences can be even more serious if these measures lead to filing of allegations, indictment and conviction of high-ranking company officials. This is yet another argument for maintaining an effective compliance programme.

Will the simple stock company become the most popular corporate form in Poland?

In the current legal system, the regulations on types of companies, their bodies and manner of functioning, liability for the company’s obligations, and protection of creditors, derive in basically unaltered form from the Commercial Code of 1934. The 1990s saw the introduction of modern regulation of the capital market in Poland. The following decades led to adoption of the Commercial Companies Code, gradual harmonisation of corporate law with EU law, and introduction of regulations allowing the use of digital technology in the establishment of limited-liability companies and certain aspects of their functioning.