| In Principle

In M&A practice, and elsewhere, share transfer agreements customarily provide for the seller’s warranty liability, for example, for breach of representations and warranties. This type of liability is grounded on principles of freedom of contract stemming from Art. 3531 of the Polish Civil Code. Although warranty liability is commonly referred to in Polish as “strict” (i.e. based on assumption of risk—na zasadzie ryzyka), strict liability is a completely different construction, expressly provided for by the Civil Code. Thus commercial practice is imprecise in this regard. In extreme cases, using this wording in contracts can generate problems, including interpretive disputes over the basis of liability under such agreements.

On 1 July 2023, another major amendment to the Polish Civil Procedure Code enters into force. The changes involve general provisions, consideration of the merits, interim relief, enforcement, and arbitration. In this article, we will examine the amendments to Part Five of the Civil Procedure Code—the arbitration chapter.

For a loan to be classified as “green,” “social,” or “sustainability-linked,” it must meet certain criteria described in the principles jointly developed by the LMA (Loan Market Association), APLMA (Asia Pacific Loan Market Association) and LSTA (Loan Syndications and Trading Association). The principles are not binding law, but voluntary recommendations allowing all market participants to clearly understand the essential features of such loans. The principles were amended in February 2023.

For some time, the initial marketing of certain types of foods in Poland has required notification of the Chief Sanitary Inspector. The notification system for dietary supplements and functional foods has been in place in Poland for more than 20 years, and a similar system is in place in most EU member states. The most questions arise from the initiation of explanatory proceedings involving the classification and compliance of the notified product. Further doubts began to arise at the beginning of 2023, when a long-expected bill amending the regulations governing the procedure for reporting and advertising dietary supplements was published.

It has been over 450 days since the outbreak of a full-scale war in the very heart of Europe. As the courageous defence by the Ukrainian nation continues and the fate of war is yet to be decided on the battlefield, the legal implications of the conflict and the prospects ahead also draw public attention.

The NYSBA 2023 Warsaw Spring Meeting raised two intertwined topics: new investments into the region and the upcoming reconstruction of Ukraine.

The NYSBA 2023 Warsaw Spring Meeting raised the vital issue of compensation for damage inflicted by the Russian invasion of Ukraine.

One of the sessions at the spring meeting of the New York State Bar Association in Warsaw in March 2023 was devoted to questions of accountability of the Russian Federation for crimes it has committed as a potential driver of changes in international criminal law.

In previous articles, we have outlined the advantages of establishing a family foundation, the scope of business activities permitted for foundations, and tax issues. Now we turn to the rights and obligations of persons involved in the operation of a family foundation. The foundation operates through its bodies (management board, supervisory board, and assembly of beneficiaries), but it cannot be established and function without the founder and beneficiaries. The Family Foundations Act regulates the tasks and powers of all of these entities, giving the founder relatively wide latitude to set the rules for the foundation’s bodies in the statute. This allows these policies to be tailored flexibly to suit the foundation’s operations and purposes.

In this episode of News from Poland—Business & Law, Stefan Feliniak describes how the ESG trend is affecting corporate lending.

The Family Foundations Act, entering into force on 22 May 2023, introduces the family foundation into Polish law as a new legal entity designed for collecting property and managing assets in accordance with the founder’s will and paying benefits to beneficiaries. Therefore, the objectives of a family foundation are different from those of existing foundations, which are non-governmental organisations operating for public benefit and not for profit.

In just a few days, it will be possible to carry out intergenerational succession in Polish companies through the vehicle of a family foundation. This new legal entity is designed to meet the needs of business owners, who until now have been condemned to relatively limited choices under general provisions, or could choose foreign jurisdictions to set up a family foundation (e.g. in Austria, Liechtenstein, Malta, or the Netherlands).