New era for the Czech Republic’s eGovernment services – BankID is on the horizon

The framework of digital identity is about to be revolutionized in the Czech Republic. A group of deputies is proposing a bill that will allow banks to participate in the state digital identity scheme. Bank ID is intended to be used to access eGovernment services but also some services in the private sector. Continue Reading

Do Polish Companies and Corporate Law Enter the Digital Era? – Electronic Facilitations in Polish Companies’ Operations and Companies’ Registration

On September 3, 2019, an amendment to the Commercial Companies Code came into effect (Amendment), introducing a major change in how shareholders can hold their annual shareholders’ meetings. 

Rather than holding shareholders’ meetings at the company’s registered office or any other location specified in the articles of association (within Poland), the shareholders of limited liability companies may now hold meetings electronically.

Additionally, the lawmaker digitalized the Polish National Court Register and the rules of making entries into the register. On March 1, 2020, further changes will come into force, adopted on the basis of the act dated January 26, 2018, on amendment of the Act on the National Court Register (Amendment 2).

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Important Changes in Czech Corporate Law Introduced by the Proposed Amendment to the Czech Business Corporations Act

As of 1 January 2014, the Czech Republic has enacted new legal rules regarding the corporate law presented in the act no. 90/2012 Coll., Business Corporations Act (the “BCA”). Meanwhile the new regulation was settling in, the practice has discovered a number of gaps and shortcomings of the new law and thus the lawmakers has presented rather extensive amendment to the BCA. The amendment has passed through its second reading in the Chamber of Deputies and is currently awaiting its third round of discussions.

The reasons of such an extensive changes so soon after the BCA was enacted are said to be by the authors of the amendment, among others, inaccuracies or ambiguities in the text of the current BCA and unnecessary regulatory burden on entrepreneurs. The amendment is therefore aiming to simplify certain processes set out by the BCA, to rectify a number of legislative-technical errors and to remove duplicate or otherwise redundant provisions. This brief peeks under the lid of the amendment and presents you with the basic principles of the prepared changes. Continue Reading

Polish Government Working on Introduction of Shareholders’ Liability

Silhouettes on cube boxes

Will the concept of “piercing the corporate veil” be accepted in Polish law? Is the Polish lawmaker ready to break one of the major rules of the Polish companies’ law? The Polish government is working on a law introducing shareholders’ liability to the creditors of a company.

We have already touched upon the issue of admissibility of shareholders’ liability for a subsidiary’s debts (Piercing the Corporate Veil in Poland – Is This Possible?). So-called “piercing the corporate veil” is a concept not present in Polish law, nor is it recognized by the courts. Under Polish law, capital companies – due to their separate legal personality – independently bear responsibility for their liabilities. For that reason, the shareholders are not liable for the debts of the company. Such exclusion of liability is a cornerstone of Polish companies’ law. Continue Reading

Transition Plan for Poland’s WIBOR Benchmark to a Waterfall Methodology Is Announced

Stock and shares digital boardWIBOR (Warsaw Interbank Offered Rate) is one of five critical financial benchmarks in the European Union (Commission Implementing Regulation (EU) 2019/482). WIBOR is the interest rate benchmark for the vast majority of złoty-denominated commercial loans, more than 98% of Polish mortgage loans, 26% of the total nominal value of Polish bonds, and € 366 billion in notional amount of OTC interest rate derivatives. It applies to financial instruments with a value greater than Poland’s gross national product.

As a critical benchmark, the methodology for determining WIBOR must be transitioned to comply with the Benchmarks Regulation (BMR – Regulation (EU) 2016/1011 of the European Parliament and of the Council), the same as the most prominent benchmarks subject to this process – EURIBOR®, EONIA® and LIBOR. Poland’s benchmark administrator, GPW Benchmark S.A., recently announced its proposed transition plan for the determination methodology for WIBOR, based on an analysis of the economic, statistical and legal consequences of transition.

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Another step forward towards the collective redress mechanism in the Czech Republic

Last year, the Czech Ministry of Justice published a draft Act on Class Actions (“Act”), which was created in the aftermath of European Commission’s proposal to enact a directive on representative actions. Although the European Commission’s proposal is aimed at boosting consumer protection in the European Union, the Czech draft Act goes one step further and aims to provide access to collective redress to a broader group of individuals. During the last few months, the draft Act was subject to an interdepartmental commenting procedure within the government as well as to the scrutiny of professionals in both public and private sectors. The Ministry of Justice received a considerable amount of criticism, which highlighted the possibility of the misuse of class actions for the purposes of competitive fights. As the legislative procedure continued, the Ministry reflected some of the concerns in the new draft Act, which is now being reviewed by the Government Legislative Council. The Ministry expects the draft Act to be presented in the current state to the Chamber of Deputies of the Czech Republic in October 2019. Continue Reading

Final Amended Version of Renewable Energy Sources Act in Poland is Now Pending the President’s Signature

On August 2, the Senate – the upper house of the Polish Parliament – passed the law amending the Renewable Energy Sources (RES) Act and certain other laws, which is now pending the President’s signature. We addressed this issue in our posts published on June 7, 2019 and June 11, 2019. Compared to the drafts discussed in the previous posts, there have been several material changes which may potentially have a bearing on the business. What is particularly hazardous for investors still using the green certificate support is the amendment, which briefly appeared at the commissions stage, introducing a maximum total price per MWh of energy and on property rights. Thankfully, it has been removed from the wording of the act in the course of the legislative process.

Once the act has been signed by the President and published in the Journal of Laws, it will come into effect within 14 days. Continue Reading

Data privacy update for Poland – July 2019

Recently the Polish regulator (UODO) published the updated list of processing operations which require a data protection impact assessment – the consequence of the EDPB’s objection to the original “black list” published by UODO back in 2018. Additionally, UODO prepared detailed guidelines on the duties of controllers in connection with data breaches under the GDPR, to be followed by controllers in case of data incidents. More about that in Magdalena Gad-Nowak’s post in the Data Privacy & Cybersecurity blog. The post also summarizes a very interesting, yet controversial, recent decision of the Supreme Administrative Court, which found that license plate numbers do NOT constitute personal data. Enjoy!

Dividing Companies by Separation – Divided Company Now Held Liable in Poland

Corporate SplitThe liability of divided companies for the obligations of acquiring or newly incorporated companies under division by separation has given rise to controversy and debate within the legal doctrine in Poland. The legislation in force before March 1, 2019, did not provide the creditors of dividing companies with much protection.

Since March 1, 2019, under amended Article 546(1) of the Code of Commercial Companies (CCC), it has been possible to attribute joint liability to the acquiring or newly incorporated companies as well as the divided company – a milestone for the legal transactions practice. It now provides sufficient protection for the divided company’s creditors, who previously had limited effective means to control asset shifts under division by separation, which caused creditors to doubt that the transactions were secure.

The ratio legis of the amended regulation was, according to the rationale for the bill, to guarantee that the interests of the divided company’s creditors are adequately protected. The previous wording of Article 546 of the CCC did not expressly provide for any liability on the part of the divided company for the acquiring companies’ obligations. Therefore, the dividing company could shift its liabilities (or debts) to less solvent entities, while leaving the assets with the dividing company. Given the absence of express joint liability on the part of the divided company for the debts transferred to the acquiring company, the so-called profit and loss centers could have materialized, thus rendering it impossible for creditors to satisfy their claims. As stipulated in the CCC, creditors have only limited participation in the company division procedure. In the legislator’s assessment, it was necessary to lay express legal foundations for joint liability on the part of the divided company for the obligations shifted to the acquiring companies, which will better protect creditors’ interests.

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Poland and the US Sign a Memorandum of Understanding Concerning Strategic Civil Nuclear Cooperation – What Can We Expect?

Poland and the US signed the Memorandum of Understanding (MoU) on strategic civil nuclear cooperation on June 12. The MoU emphasizes the desire to establish a deeper bilateral strategic relationship aiming at energy security and meeting Poland’s clean energy needs. These aims are to be achieved by:

  • Collaboration for developing Polish infrastructure for the responsible use of nuclear energy and technologies
  • Adoption of best practices in nuclear safety, security and independent regulatory oversight
  • Exploration of cooperation across the breadth of existing and future US reactor technologies, fuel, equipment and services
  • Identifying a pathway to Poland’s development of a civil nuclear program, including addressing commercial challenges such as financing and workforce development

In a prior post (Poland’s New Energy Policy Until 2040 Goes Nuclear), we described the development of nuclear energy as one of the key elements of the new Polish Energy Policy until 2040. This plan focused on the planned 6,000-9,000MW of generation by nuclear power plants (NPPs). Although we are still waiting for the final version of this Energy Policy until 2040, with the signing of the MoU, Poland appears to be taking further steps to follow the Polish Energy Policy 2040 goals. Continue Reading