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Mgr Dominik Mizerski
ORCID: 0000-0002-8253-5038

Mgr Dominik Mizerski

Doctoral student at the Doctoral School of the University of Silesia in Katowice, member of the scientific team of Economic and Commercial Law.

 
DOI: 10.33226/0137-5490.2023.8.5
JEL: K15, K20, K22

Pursuant to the Act of 9.02.2022 amending the Act of 15.09.2022 of the Code of Commercial Companies, granting the supervisory board independent authority (bypassing the board of directors) to enter into an agreement with a third party (supervisory board advisor) to examine, at the company's expense, of the specific matter related to company's activity or assets or to prepare certain analyses and opinions. The aim of this article is to present the institution of the supervisory board advisor, in particular their powers granted, imposed duties and the procedure for their appointment. The general assessment of the introduction of the institution of the supervisory board advisor is positive. The author recommends, nevertheless, the introduction of certain requirements as to the form of documentation of the results made by the supervisory board's advisor at the level of the agreements concluded with them.

Keywords: supervisory board; supervisory board advisor; corporate governance; supervision
DOI: 10.33226/0137-5490.2022.10.6
JEL: K12, K15, K22

Due to the amendment to the Act of 15 September 2000 on Commercial Companies Code introduced by the Act of 30 August 2019 regulations introducing mandatory dematerialization of shares and the establishment of a shareholder register were adopted. As a consequence of the amendment, the moment of the dispositive effect of an action on shares has changed, which, as a rule, takes place when an entry into the shareholder register is made. The subject of this paper is to discuss, in particular, the impact of the mandatory dematerialization of shares on the terms of establishing an ordinary pledge and a registered pledge on shares of non-public companies which shares are registered in the shareholders' register, together with a review of the issues related to determining the moment of establishing both types of pledge on these shares.

Keywords: shares; ordinary pledge; registered pledge; joint stock company; simple joint stock company; dematerialization of shares