How to build an anticorruption compliance programme in an enterprise
Introducing and applying internal procedures for combating corruption is becoming a legal obligation for businesses. The regulations identify the necessary elements of compliance programmes but do not propose specific solutions. Recommendations and best practice can fill the gap.
Liquidation of branches of foreign undertakings—proposed amendments
Under proposed changes, the procedure for liquidation of branches of foreign undertakings would become easier and would also comply with EU law. Thus after several years of uncertainty and disagreement on this topic, Polish law should return to the position approved by the Supreme Court in 2007.
Transferring the registered office of a Polish company abroad does not require the company to be liquidated in Poland
The Court of Justice has ruled that under the EU principle of freedom of establishment, transfer of the registered office of a Polish company abroad within the European Economic Area cannot be conditioned on conducting liquidation of the company in Poland.
Duties of the management board concerning company financial reports
What are the possible consequences for failure to comply with these duties, and can the management board assert as a defence that the authority approving the financial reports has failed to reach a decision?
The scope of authority of the representative of a foreign undertaking in a Polish branch
Can the scope of authority of the representative of a foreign undertaking in a Polish branch be limited in practice to comply with the principal’s expectations?
Delegation of supervisory board members of a limited-liability company
A member of the supervisory board of a limited-liability company may be delegated to act as a member of the company’s management board. How should this be handled effectively, and what should be expected?
Basic business intelligence in Poland
Starting a new business or establishing relations with other businesses always carries with a certain degree of risk. Thus an extensive legal background check of a prospective business partner will usually be advisable. The question is what is the reasonable scope of such a check and what sort of information may be obtained from public sources.
Non-competition between management board member and company
The Commercial Companies Code prohibits members of the management board of a company from undertaking activity competitive with the company. This ban is intended to protect the economic interests of the company. But what can a company do if the ban is violated?
Combating corruption as a legal obligation of enterprises
A new law introducing an obligation to establish anticorruption compliance procedures entered into force in France on 1 June 2017. The impact of the law may be broader than it might seem at first glance.
When does the appointment of a member of a supervisory board of a joint-stock company end?
The issue of determining when the appointment of a member of the supervisory board of a joint-stock company ends in connection with the expiration of the term of office has been the subject of doubts and disputes for some time. It was particularly problematic to determine when the appointment ends when the term of office does not coincide with the financial year. The Supreme Court of Poland recently addressed this issue.
Business Law: New rules for administrative proceedings
A proposal for a long-promised act intended to facilitate the operation of businesses was published on the Government Legislation Centre website in February. The proposed Business Law contains a set of rules that would apply in administrative proceedings from as early as September 2017.
Important changes in joint commercial proxies
An amendment to the Polish Civil Code has created new types of commercial proxies but also raised doubts about the legitimacy of joint commercial proxies granted before the new legislation came into force.