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Journal of Business Law 07/2021

ISBN: 0137-5490
Pages: 68
Publication date: 2021
Place publication: Warszawa
Binding: paperback
Format: A4
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DOI: 10.33226/0137-5490.2021.7.1
JEL: K15, K20, K22, K33

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.

Keywords: listed company; remuneration policy; remuneration report
DOI: 10.33226/0137-5490.2021.7.2
JEL: K10; K34; K40

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.

Keywords: the principle of two-tier proceedings; tax case; tax proceedings; the right to appeal
DOI: 10.33226/0137-5490.2021.7.3
JEL: K00

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.

Keywords: publicity; access; public procurement; social control
DOI: 10.33226/0137-5490.2021.7.4
JEL: K15, K35, K40

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.

Keywords: mixed bankruptcy ability; consumer bankruptcy; debtor; creditor; bankruptcy petition
DOI: 10.33226/0137-5490.2021.7.5
JEL: G340, G380, K150, K220

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.

Keywords: unlawfulness; civil liability; company law
DOI: 10.33226/0137-5490.2021.7.6
JEL: K23

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.

Keywords: administrative enforcement proceedings; allegation; enforcement authority; creditor
DOI: 10.33226/0137-5490.2021.7.7
JEL: K22

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.

Keywords: simple joint-stock company; acquisition of own shares; own shares; shares
DOI: 10.33226/0137-5490.2021.7.8
JEL: K32

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.

Keywords: municipality; the authority conducting; kindergarten; preschool education fee; the mayor; the municipal council
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