Fairness opinions in Poland
External, independent opinions on the fairness of the financial conditions of M&A transactions are gaining popularity in Polish practice.
What is the involvement of employees in cross-border mergers?
In a cross-border merger, the employees must have an opportunity to participate in the merger procedure and in the governance of the new company—typically by having an influence on the composition of the supervisory board.
When buying bearer shares, be sure to check the validity of the share certificate
Before buying bearer shares, it is important to check the validity of the share certificate. Under Commercial Companies Code Art. 328, a share certificate lacking the necessary data, the company seal, or the signature of the management board is invalid.
Change of shareholders in a limited-liability company
What document constitutes grounds for entry in the commercial register of sale of at least 10% of the shares in a limited-liability company? A legal adviser analyses a resolution on this issue by the Supreme Court of Poland.
The scope and legal nature of information in the National Court Register
A few comments on how transcripts from Poland’s commercial register are used in commercial practice
Sanctions for failure to prepare and file financial reports with the registry court
Proper preparation of a financial report and filing the report with the registry court is the duty of the members of the management board of a company or the partners conducting the affairs of a partnership. Failure to comply with this duty is subject to
Seller's representations and warranties
The significance of representations and warranties by the seller in transactions involving the sale of shares
Can a company defend against a hostile takeover?
When reports become public of plans for a hostile takeover of an exchange-listed company, the question arises whether the company may take any measures to oppose the takeover.
Appointment of a convicted criminal to a corporate board
Not everyone is qualified to serve on a corporate board. But what happens if a board member is appointed who is not qualified to serve?
Better conditions for doing business in Russia-more on proposed amendments to the Russian Civil Code
The main goal of the proposal is to improve the quality of the laws governing business activity in Russia by securing greater freedom for market participants and stiffer sanctions for abuses.
Finding a company quickly for purposes of a transaction
During a transaction it may suddenly appear that a special-purpose company is needed immediately. A solution could be to buy a shelf company with all the necessary registrations already in place.
Dr Jarosław Grykiel: The form for powers of attorney in cross-border transactions
An interview with Dr Jarosław Grykiel of the Corporate Law practice at Wardyński & Partners concerning the form of powers of attorney for use in international transactions.
