corporate | In Principle

A few remarks on the limits of the management board’s decision-making autonomy from the shareholders

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).

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.

Micro, small and medium-sized enterprises, often family firms, are the driving force behind the Polish economy and the hallmark of Polish entrepreneurship. But Polish law is not ideally suited to the specific nature of family firms. Hence new legal solutions are being proposed that would help family firms pursue their business in Poland.

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.

Systemic amendments to Poland’s Bankruptcy & Recovery Law enter into force on 1 January 2016.

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?

Internal investigations conducted by enterprises in-house when irregularities are suspected offer many advantages to businesses compared to initiatives undertaken by public law enforcement authorities.

The Commercial Companies Code provides an extensive set of rules governing internal controls in Polish companies, from the general rules for conducting and controlling the company’s affairs by the management board to oversight of the management board’s actions.

Poland’s data protection regulations do not directly address internal investigations, but that does not mean they do not apply. In fact they can play a major role in drawing the line between lawful and unlawful investigative measures.

Internal investigations are becoming increasingly common, but individuals who face consequences as a result may attempt to undermine the findings or challenge the procedures followed in the investigation — including through seeking the protection of the courts.

Practical remarks based on the regulations on the National Court Register and the Polish Classification of Activity.