Journal of Business Law 5/2020
Publication date: 2020
Place publication: Warszawa
As of 1st January 2021 the rules relating to the joint-stock companies in the Code of Commercial Companies will
importantly change. The paper stock certificates of all non-publicly traded companies will lose ex lege their legal
validity. They will be replaced by the electronic stock certificates. i.e. by electronic (ICT) entries in the registries
of shareholders. Such electronic registries will be operated — on behalf of the companies — by specialized entities
(authorized under the Act of 25.07.2005 on the marketing of financial instruments to keep and run the securities
accounts). The entry in these registries — which might be considered as a carrier of the dematerialized shares — will
constitute the basis for the legal entitlement, since only a person entered into the register in question will be treated
as a shareholder (entitled under a limited right in rem). This fundamental change in the legal nature of the share,
understood as a security, is coupled with a number of detailed amendments in the Code of Commercial
Companies related to the existence of the paper stock certificates, including those considering the disposition of
the shares. Article 3289 § 1 of the Code creates a rule that acquisition of a share (or making it subject to a limited
right in rem) occurs as a result and at the moment of making the entry into the register of the shareholders. It
follows that the entry to the register has a constitutive character (the disposition of a share, or the transaction
affecting the share, takes place at the time of entry into registry). This rule poses number of difficulties that need
to be analysed. Some of these difficulties (inter alia the nature of the legal act constituting the basis for the
disposition, the effects of the entry into register, the consequences of the entry not in accordance with the
actual legal state of affairs) are addressed in the present paper.
This article is devoted to the analysis of public law aspects of transactions of acquisition of significant
stakes in investment funds managers. The article describes the procedure that is being used by the Polish
Financial Supervision Authority to determine whether the purchaser of a significant portfolio of shares gives
a guarantee of proper, safe and stable operation of investment fund manager, as well as the issue by the
Polish Financial Supervision Authority of the decision expressing or not expressing (objection) consent to the
acquisition of a significant portfolio of shares of an investment fund manager. Another element of
consideration is the presentation of mechanisms to ensure compliance with the obligations related to the
acquisition of significant portfolio of shares, as well as the assessment of the institution itself as regards the
supervision of the acquisition of significant blocks of shares of investment fund managers.
The subject-matter of the article is a holding company used by entities with cross-border capital links.
Employment of this mechanism is a significant solution adopted in tax optimization strategies. The tax effectiveness of this solution is closely connected with certain tax jurisdictions in Europe. Undoubtedly, it is an innovative hybrid solution. This article analyses the multifaceted nature of the practice of using a holding company. The specific nature of the
tax legislation applicable in individual European countries (with particular attention paid to tax havens) is of key importance for the tax effectiveness of a holding company.
The article covers an analysis of changes in the Civil Code made by Article 1 point 1–3 of the Act of 31 July 2019 amending certain acts in order to limit regulatory burdens, which enter into force on 1 June 1 2020. Their assumption is to extend consumer protection in certain legal transactions with the participation of entrepreneurs. They are to concern the protection provided for consumers of a natural person concluding a contract directly related to his business, when the content of this contract indicates that he doesn't have a professional nature for him, resulting in particular from the subject of his business, made available under the provisions on Central Registration and Information on Economic Activity. Changes should be assessed negatively. They are unnecessary and lead only to the deepening of existing
terminological confusion. The analysis of terms conditioning the extension of consumer protection leads to the conclusion that such a natural person enjoys protection as a consumer within the meaning of Article 221 of the Civil Code. In fact, it is a natural person concluding a contract with the entrepreneur who is only
indirectly related to his business.
The subject of the article is a right of shareholder to vote during general meeting. The author concerns the interpretation of article 413 § 1 of The Commercial Company Code. The law regulates that the shareholder may not, in person or by proxy, or as a proxy of another person, vote on resolutions on his liability towards the company on any account, including the granting of approval of performance of his duties, release from an obligation towards the company or a dispute between him and the company. The author highlights a personal and material scopes of this regulation and its affects the validity of resolution of the general assembly.
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