corporate

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?

Advance dividend: When can the company demand a refund?

Payment of an advance against anticipated dividends is attractive for shareholders but carries a major risk, particularly for the company. At the end of the financial year it may turn out that there is no basis for paying a dividend. Then can the company require the shareholders to return the advance?

New, lower corporate income tax—but not for everyone

A new tax rate for income of legal persons will enter into force on 1 January 2017. It will not apply to all taxpayers, however, but will depend on the amount of income. The same amending act introduces several other significant changes, particularly affecting the practice of corporate reorganisations (e.g. exchange of shares or in-kind contributions).

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

New regulations for small businesses

The Act Amending the Business Freedom Act and Certain Other Acts entered into force on 19 May 2016. The changes mainly affect Poland’s small business register—the Central Register and Information on Economic Activity (CEIDG).

Contributions to share capital in foreign currency and foreign exchange differences

With economic globalisation, foreign investors often decide to pay capital contributions to Polish companies in foreign currencies. This raises the question of how to convert these amounts into Polish currency.