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Dr Piotr Kuźnicki
ORCID: 0000-0001-5458-5487

Doctor of laws, assistant professor at SWPS University, graduate of the University of Warsaw and Berkeley Law School. Attorney in Poland and in the United States in New York State.

 
DOI: 10.33226/0137-5490.2024.7.7
JEL: K15

The article aimed to analyse the judgment of the Court of Appeal in Warsaw, which the Court found under Art. 83 § 1 of the Civil Code that it is possible to change the parties to a legal transaction, thus leading to a situation in which the company's shareholders and not the company as a separate legal entity become a party to a specific contract. In the author's opinion, this position is incorrect because Art. 83 § 1 of the Civil Code refers only to the objective aspects of appearance, i.e. a situation in which the Court classifies a legal act as another type that the parties originally indicated in the simulated act.

Keywords: the appearance of legal transactions; defects in the declaration of will; disregarding of legal personality; general partnership
DOI: 10.33226/0137-5490.2023.6.3
JEL: K15

The article analyzes the amendment to the Polish Commercial Code, which allegedly introduces the concept of business judgment rule to the Polish legal system. In the author's opinion, the amendment raises several reservations because the new regulations still do not introduce the presumption of lack of directors' fault. Therefore, the amendment does not create a safe harbor for directors who still have to defend themselves against the accusation that they did not act diligently and in the company's interest. In addition, the amendment may erroneously cause directors to seek advisors' opinions that cover every business decision. Finally, the amendment does not resolve an important issue related to the functioning of the concept of business judgment rule in the event of a conflict of interest.

Keywords: directors' liability; business judgment rule; due care; conflict of interest