new provisions

How to establish collateral on investment certificates of closed-end investment funds?

In 2019, legal regulations came into force providing for a mandatory dematerialisation of investment certificates issued by closed-end investment funds, including those which are not a part of a public offering and have not been admitted to an organised trading market. Newly issued certificates will no longer be able to be issued as a document, or function as an entry in the record of investment certificates kept by an investment fund company. They will have to be registered in the depository of securities kept by the Krajowy Depozyt Papierów Wartościowych (National Depository for Securities, KDPW). These regulations were then supplemented by rules for how an issuing agent must operate a register of investment certificates before their registration in KDPW. This fundamental change entails a number of practical and formal consequences that are significant in establishing and enforcing collateral on investment certificates.

Doubts about the act on GMO-free products

From 1 January 2020 we could see new labels on the market on food and feed: “GMO-free” and “produced without GMOs.” But considering the requirements producers must meet before using such labelling, it may take longer for these products to reach the market.

Public companies must adopt a compensation policy

On 5 November 2019, the President of Poland signed into law an amendment to the Act on Public Offerings and Conditions for Introduction of Financial Instruments into an Organised Trading System and on Public Companies. Most of the new regulations enter into force 14 days after publication of the amending act. It is intended to adjust Polish law to reflect the entry into force of the EU’s Prospectus Regulation (2017/1129) (which generally should have been done by July).

Mandatory websites for joint-stock companies

With the New Year, an amendment to the Polish Commercial Companies Code will enter into force requiring every joint-stock company or joint-stock limited partnership to maintain its own website for communicating with shareholders. The new obligation is motivated by the process of digitalisation of joint-stock companies, but is also designed to increase protection of shareholders’ rights.

The simple stock company

Funkcjonowanie spółek handlowych podlega ograniczeniom płynącym ze sztywnego gorsetu przepisów Kodeksu spółek handlowych. Od 1 marca 2020 r. należy się spodziewać istotnych zmian w tym względzie. Prezydent właśnie podpisał ustawę o prostej spółce akcyjnej.

Can entrapment help to prosecute companies?

A new Corporate Liability Act which is currently before the Polish Sejm will put criminal law institutions in a new perspective. Certain instruments that were seen as appropriate only with respect to individuals will have to be redirected to be deployed in the case of corporate entities. Once the new laws take effect, corporate entities will be the focus of attention of law enforcement agencies. The new approach will affect among other things police entrapment operations (controlled handing over of a bribe), at the moment usually used with regard to businesspeople.