Journal of Business Law 12/2025

The imperative of effective competition law enforcement, particularly with regard to the most serious anti- competitive infringements in the form of cartels, requires the use of adequate methods for their detection. Among the most important mechanisms within the so-called reactive detection methods are the protection and rewarding of whistleblowers, which naturally gives rise to scholarly interest in this issue. In line with this research trend, this article presents the main assumptions underlying the protection and rewarding of whistleblowers in antitrust cases, the arguments for and against this mechanism, and the Polish legal solutions in this area. The entry into force of the Act of 14 June 2024 on the Protection of Whistleblowers, which constitutes a significant, though hardly groundbreaking, step towards improving the Polish whistleblower framework in antitrust cases, provides a particular impetus for this final strand of analysis. The main objective of the research is to verify the hypothesis concerning the growing importance of whistleblower protection and rewards as a complementary mechanism for detecting infringements of competition law, despite the lack of consensus on many issues related to this mechanism.

The aim of this article is to identify the barriers hindering the development of intellectual property insurance and to evaluate its potential in light of the growing significance of intangible assets in the modern economy. Although intellectual capital represents an increasingly significant component of corporate asset structures, the difficulties associated with its valuation hinder its use as an object of insurance coverage or as collateral for securing claims. This gives rise to a paradox: the importance of information and knowledge is steadily increasing, yet their insurability remains constrained. The article critically assesses the assumptions underlying the European Commission’s approach, contending that it is not the insurance sector that will drive the standardization of valuation practices, but rather that the advancement of valuation methodologies and access to reliable statistical data are prerequisites for the effective insurability of intellectual property.

Conducting business activity in the form of a European company (SE) was originally intended to be accompanied by certain facilitations. One of these is the possibility of a cross-border transfer of the company’s registered office without the need to dissolve it beforehand, as well as the option left to the company’s founders to choose between a monistic and a dualistic management model. Despite its novelty, the SE has not gained significant popularity; its presence in the EU remains marginal. Furthermore, the introduction of cross border transfer of registered offices as an EU wide standard for commercial companies has not enhanced the SE’s appeal. Therefore, the Authors believe it is necessary to initiate a discussion on legislative amendments aimed at making the SE form more attractive for conducting business. Such changes might encourage wider adoption of the SE or at the very least ensure it does not become completely marginal in economic activity. However, proposed reforms should respect the national laws of each Member State. Nevertheless, any changes intended to revitalize the SE should be harmonized across all Member State legislations.

The institution of transmission easement, introduced into the Polish Civil Code seventeen years ago, continues to raise significant interpretative doubts, despite the limited number of provisions governing it. In particular, due to the absence of an expressis verbis statutory definition of the scope of this easement in relation to power infrastructure, questions concerning the width of the easement zone remain pertinent. The article focuses on an analysis of the issues related to the delineation of the technological zone and the practical implications of this matter for transmission entrepreneurs. The conclusion presents de lege ferenda proposals, including the need for statutory clarification of the rules for determining the easement zone.

The purpose of this article is to clarify doubts arising in the context of the agreement on maintaining the register of shareholders of a simple joint-stock company and a joint-stock company. The conclusion resulting from the considerations contained in the article comes down to, among others, the following conclusions: 1) The register of shareholders has a special character – resulting from the principle of constitutive entry in the register and the principle of security and certainty of trading – which determines the limits of the contractual freedom of the parties to the agreement on maintaining the register of shareholders and, consequently, the content of the legal relationship created on its basis. 2) A resolution of the shareholders containing consent to conclude an agreement with a specific entity responsible for maintaining the register is a legal condition (conditio iuris), a condition necessary for the effective conclusion of the agreement. This consent cannot be of a blank nature. 3) It is unacceptable to conclude a conditional agreement on maintaining the register, the effectiveness of which would depend on the adoption of a resolution of the shareholders. 4) The entity maintaining the register of shareholders of a company cannot be a shareholder of that company. 5) The parties to the agreement on maintaining the register of shareholders may not expand the register data unless the company’s articles of association (statute) provide for it.

The aim of this article is to offer a critical analysis of the evolution of the CJEU’s approach to EU-law issues arising from the functioning of sports arbitration and the activities of the CAS. The main thesis advanced here is that the CAS’s exclusive arbitral jurisdiction in sports matters remains permissible, but following the ISU and RFC Seraing judgments the CAS must be open to judicial review within the EU – particularly as regards the application of Articles 101–102 of the Treaty on the Functioning of the European Union (TFEU) – and must comply with the requirements of Article 47 of the Charter of Fundamental Rights (CFR).

In the resolution, the Supreme Administrative Court resolved the problem concerning the legal form of action to be taken by the tax authority when deleting a taxpayer from the register of active VAT taxpayers under Article 96(9)(5) of the VAT Act. This deletion takes place in practice after obtaining information from another tax authority (the Head of KAS) indicating that the taxpayer is acting with the intention of using the banks’ activities for tax extortion purposes and is usually done automatically. The essence of the problem, therefore, is whether the deletion requires the form of a tax decision or can take place by a material-technical action of the authority. Its solution, in a broader perspective, determines the taxpayer’s enjoyment of fundamental rights, i.e. the right to an effective remedy against decisions of the tax administration.

The issue of claims for damages for the unjustified exclusion of a contractor from applying for a public contract still poses many interpretation difficulties on the basis of the European principle of effective liability of the contracting authority – tender organiser for the consequences of procedural irregularities committed. The framework for compensation claims in the Remedies Directive does not address many issues that fall within the domain of national law from the perspective of the above principle. A recent Tribunal EU judgment identified the need to interpret the conditions and limits of a contracting authority’s liability for depriving a competitor of a realistic chance of winning a contract. The views of the Tribunal and their developed argumentation may be important for the interpretation of Polish normative solutions.