Journal of Business Law 07/2021
Publication date: 2021
Place publication: Warszawa
Due to the amendment to the Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and listed companies introduced by the Act of 16 October 2019, a new obligation was imposed in listed companies on the shareholders' meeting to adopt a remuneration policy and the supervisory board to draw up a remuneration report. The first issue to be considered in this paper will be selected aspects concerning the adoption of a remuneration policy by the shareholders' meeting and its implications for the remuneration system of members of the management board and supervisory board, as well as its implications for concluding contracts with management board members. The second issue will concern the remuneration report with respect to liability towards the company.
The article aims to verify whether the principle of two-tier proceedings is infringed where in the assessment decision issued in the appeal proceedings, case facts are qualified under the law differently than in the first-instance decision — whereby the substantive legal grounds of the resolution are changed. "Tax case" resolved in the assessment decision is to fix or determine the amount of tax liability. Therefore, change in legal qualification of the case facts and, as a consequence, in the substantive legal ground of the appeal resolution, does not bring about the change of the tax case — i.e., the loss of its identity. Such decision of the appeal authority does not infringe the taxpayer's constitutional right to appeal or the principle of two-tier proceedings.
Transparency is one of the major rules in the public auctions. Its presence enables the concerned to perform supervising actions as part of social control. It consists in fulfilling publishing and information duties of an ordering entity and also encompasses availability of the tender documents, including a protocol and a public procurement contract. This paper is aimed at establishing the rules of making the contents of contract available and its meaning in the scope of social controlling.
The subject of the considerations of this article is the issue of mixed bankruptcy ability, the essence of which, in general, boils down to the possibility of initiating (in the circumstances specified in Articles 8 and 9 of bankruptcy law), at the request of the creditor, bankruptcy proceedings against a natural person not conducting business activity when the rule is to initiate such proceedings only at the debtor's request. This legal structure under the legal status prior to March 24, 2020 raised legitimate controversy, especially as to whether at the same time the right to file a bankruptcy petition is available to both the creditor and the debtor. Another debatable issue was the possible collision of applications submitted simultaneously by the creditor and the debtor. So, did either of these applications have priority, or did both of them constitute a common ground for opening bankruptcy proceedings? The aim of the article is therefore an attempt to answer the question whether the problems posed in this respect by the current legal status are valid under the bankruptcy law amended on 24/03/2020. The article will use the formal-dogmatic and historical method.
The purpose of this article is to investigate the unlawfulness as a premise for liability of a management board member for damage caused to the company. The main point of reference for these considerations is the case law which requires the company to indicate a 'specific' provision breached by a management board member. The article argues that such an approach raises significant theoretical and practical difficulties related to the precise determination of the correct behaviour of a management board member. At the same time, the analysis shows that the judgments most often refer to the above requirement in a special context, i.e. in cases concerning compensation for damage caused by negligent behaviour of the management board member. In conclusion, the article questions the validity of the discussed requirement.
The subject of the article is the analysis the new legal regulations on allegation in an administrative enforcement proceedings after the changes introduced by the Amendment Act of September 11, 2019. The aim of the article is to verify the amendment in terms from the perspective of the designer, who wanted to increase the effectiveness of the enforcement proceedings in considering the allegations, secure the obligated party and facilitate the work of the enforcement authority and the creditor. The main manifestation of this is the fact that the burden of considering the allegations from July 30, 2020 is on the creditor. In their article, the authors examine, whether the amendment actually had a positive impact on the improvement of the procedure of making allegations.
A simple joint-stock company is a new type of capital company under Polish law, which is to be an alternative mainly to a limited liability company. The regulations concerning this company provide, among others, for a prohibition of the acquisition of its own shares and certain exceptions from this prohibition. The aim of the article is to analyse the new regulation concerning the acquisition of own shares. The general assessment of the regulations concerning the acquisition of own shares by a simple joint-stock company is in principle positive, despite a few minor defects. However, the author argues that it is inappropriate to maintain as a rule the prohibition on the acquisition of own shares. It would be reasonable to omit this prohibition and simply indicate the prerequisites for permissible acquisitions of own shares.
The subject of the gloss is the analysis of the ruling of the Supreme Administrative Court on the legal nature of the fee for preschool education paid by their legal guardians. This fee has now been shaped as a public-law levy. However, despite such a qualification, the question is still valid whether it arises by operation of law or whether it is necessary to issue a decision determining its amount. Each of these qualifications entails specific actions of the commune authorities. In the case of the first one, it is necessary to define all its elements in statutory acts or local legal acts. In the case of the latter, it is necessary to issue an individual decision specifying its amount. The study assessed both stands, pointing to their shortcomings, and proposed a solution for them.
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