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Prof. dr hab. Tomasz Sójka
ORCID: 0000-0001-7555-6829

Prof. dr hab. Tomasz Sójka

Professor at Adam Mickiewicz University in Poznan.

 
DOI: 10.33226/0137-5490.2024.1.2
JEL: K22

The purpose of this article is to analyze possibility of acquisition of shares covered by a share register by goodfaith acquirer. Attention has been given also to claims, to which genuine owner is entitled, related to such an acquisition. The article permitted to prove, that under the current rules of the Polish law it is possible to acquire shares covered by a share register, despite fact that the transferee has no authority to transfer these shares. Dematerialization has not weakened the protection of the good-faith acquirer. The contrary view would be inconsistent with the assumption that legislator is rational.

Keywords: good faith acquisition; shares; dematerialization
DOI: 10.33226/0137-5490.2023.9.3
JEL: K22

The purpose of this article is to describe principles governing entries in share register under the Polish law. The article is particularly focused upon the principle of speed entries, its practical consequences and its limitations. Authors argue that in these proceedings it is particularly important to make entries promptly. Obligation to undertake profound and comprehensive review arises when the entity maintaining register of shareholders has justified doubts, whether the entry would be justified.

Keywords: share register; shares; dematerialisation
DOI: 10.33226/0137-5490.2021.4.4
JEL: K22

The subject of this article is the register of shareholders of a private joint-stock company and a simple joint-stock company maintained in the form of a distributed, decentralized database, in particular using blockchain technology. It addresses the issue of the form of shares of non-public companies and the model of their dematerialisation; the register of shareholders and the obligations of the entity keeping this register. In this article I present the thesis that regulations regarding the shareholder register kept in the form of a distributed and decentralized database should be interpreted in the light of the provisions shaping the general function of the shareholder register as the basic mechanism for exercising shareholders' rights and trading the shares. Therefore, the construction of such a register of shareholders must ensure not only the integrity of the data contained therein but above all the correctness of corporate relations in the company.

Keywords: privately-held joint-stock company; simple joint-stock company; Company law reform; transfer of shares; dematerialization; blockchain