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Doc. dr Jerzy Modrzejewski
ORCID: 0000-0003-1620-5353
Doc. dr Jerzy Modrzejewski, Doctor of Laws, Associate Professor at the Faculty of Law and Administration, University of Warsaw; Attorney-at-law, member of Warsaw Bar Association; partner Modrzejewski i Wspólnicy sp.j. Arbitrator in numerous domestic and international arbitration proceedings (ICC, Court of Arbitration at the Polish Chamber of Commerce in Warsaw), author of several dozen of professional publications.
DOI: 10.33226/0137-5490.2021.12.7
JEL: K21

The article presents considerations concerning the correctness of election of a chairman of the general meeting and its significance for the validity of resolutions adopted by the general meeting. The aim of the article is to present and evaluate the legal solutions adopted by the courts in the discussed case, and to comment on important issues concerning the defective appointment of a chairperson of the meeting. Furthermore, this articles sets forth the importance of registering a shareholder at a general meeting for his/her right to participate therein.

Keywords: election of a chairperson of the general meeting; persons entitled to participate in the general meeting; registration of a shareholder to participate in the general meeting; chairperson of the general meeting
DOI: 10.33226/0032-6186.2021.12.4
JEL: K31

Employment of members of the management board of commercial law companies is part of the established practice of legal and economic turnover. It is, however, associated with a number of practical doubts which undermine the advisability of using such a formula of employment. They also include — presented in this paper — consequences of mergers of commercial law companies.

Keywords: : limited liability company; joint stock company; capital company; merger of companies; management board member; employment relationship
DOI: 10.33226/0137-5490.2021.11.9
JEL: K12, K15, K22

The judgment of the Supreme Court dated 23 June, 2020 (V CSK 521/18) is of substantial importance for limited liability companies with a supervisory board, as well as for entities that are considering establishing a limited liability company with a supervisory board. The ruling referred to in the commentary indicates that it is possible to delegate a supervisory board member to the management board of a limited liability company and at the same time it indicates the framework in which such a structure must be construed in order to comply with the nature of the relationship between a limited liability company and its shareholder. The judgement covered by the commentary deserves to be approved and acknowledged. This article is aiming to serve as input to the debate on the right to delegate a supervisory board member to the management board of a limited liability company and on the terms of implementing thereof.

Keywords: supervisory board; management board; limited liability company; delegating a supervisory board member to the management board of a limited liability company; structure of the provisions of the company articles of association with regard to delegation procedure

Doc. dr Jerzy Modrzejewski, Doctor of Laws, Associate Professor at the Faculty of Law and Administration, University of Warsaw; Attorney-at-law, member of Warsaw Bar Association; partner Modrzejewski i Wspólnicy sp.j. Arbitrator in numerous domestic and international arbitration proceedings (ICC, Court of Arbitration at the Polish Chamber of Commerce in Warsaw), author of several dozen of professional publications.