Business Judgement Rule in Polish Commercial Companies Code – Opportunity or Necessity?

Businessman on Stack of BooksThe amendment of the Commercial Companies Code (hereinafter “CCC”) to introduce holding law has already been discussed in our material Commercial Law Revolution in Poland – New Holding Law and Enhanced Corporate Oversight Mechanisms. However, as a continuation of this topic, we would like to touch upon one of its elements – the introduction into Polish commercial law of the measure of business judgment called “Business Judgement Rule” in assessing the actions of members of companies’ bodies.

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Polish government to pass law that will allow it more control over the Internet content and legitimize blocking access to certain websites

Cybersecurity Lock

On February 1, 2021, a new draft act on freedom of speech on social media platforms appeared on the Polish Ministry of Justice website.

Works on the draft act, originally announced by the ministry in December last year, gained momentum in mid-January amid Twitter and Facebook blocking Donald Trump’s accounts, which the Polish government viewed as censorship.

The Minister of Justice said that freedom of speech and debate is the cornerstone of democracy and censoring statements, especially online, where most political discussions and ideological disputes take place these days, infringes on those freedoms. Therefore, Poland should have regulations in place to prevent abuse on the part of internet tycoons, which are increasingly limiting this freedom under the auspices of protecting it.

The new law aims to protect the constitutional freedom of speech, as well as the individual personal interests that anonymous internet users may violate.

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Poland: Amendments to the Act on Prevention of Money Laundering and Financing of Terrorism and Other Acts

Dirty money

On January 12, 2021, the Council of Ministers adopted a draft law amending the Law on Prevention of Money Laundering and Financing of Terrorism and certain other acts, which was submitted by the Minister of Finance, Funds and Regional Policy (the “Draft”).

The Draft aims to implement EU legislation preventing the use of the financial system for money laundering and terrorism financing. It is hoped this will increase the transparency of information on financial flows and, as a result, strengthen the position of authorities that focus on the detection of funds from criminal activity or used to finance terrorist activities.

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Poland: Websites Under Competition Authority’s Watchful Eye

Toward the end of September 2020, a draft amendment of the Act on Competition and Consumer Protection (the Draft) was up for public consultation in Poland. The provisions of the Draft are currently being agreed upon. The objective is to incorporate into the Polish legal framework Regulation (EU) 2017/2394 of the European Parliament and of the Council of 12 December 2017 on cooperation between national authorities responsible for the enforcement of consumer protection laws and repealing Regulation (EC) No. 2006/2004, i.e. the so-called CPC regulation (CPC), providing for enhanced competences of consumer protection authorities with regard to investigating and enforcing the provisions pertaining to breaches of such laws. Some of the competences under CPC are to be allocated to the president of the Office of Competition and Consumer Protection (UOKiK) acting individually, while the remaining measures are to be taken in cooperation with other authorities.

As emphasised by the authors of the Draft, amending the Polish regulations will enhance consumer protection online and boost the efficiency of the measures taken by UOKiK. Continue Reading

Stealth Civil Procedure Revolution in Poland – Online Hearings and Email Service Coming Soon

Much attention has been paid recently to the latest government-sponsored, draft civil procedure amendment, which, piggybacking on the e-bidding solutions regulations, proposes amendments to the COVID-19 acts introducing temporary solutions regarding, among others, the functioning of civil courts.

The draft has just been submitted to the Sejm. However, it must have been intensely debated previously, since the proposed changes only have one day’s vacatio legis. The new rules introduced by the draft are intended to remain in effect up to one year following the end of the epidemic. Therefore, for the time being, there is no telling how long they will last and whether the half-baked solution will prove – as they often do – permanent. Continue Reading

Recap of the Polish Competition Authority Operations in 2020

The past few months have seen increased activity from the Polish Office of Competition and Consumer Protection (UOKiK), which resulted in fines for a number of entrepreneurs. We summarise below what we consider the most significant measures taken by UOKiK in 2020. Continue Reading

Commercial Law Revolution in Poland – New Holding Law and Enhanced Corporate Oversight Mechanisms

Dictionary Series : LegislationThe need to regulate the so-called “holding law” within the commercial law has raised much controversy for some time now. Unlike certain foreign legal frameworks, the Polish law had been functioning with merely fragmentary regulations in that regard – legal scholars had been debating the purpose of introducing such solutions to the Polish Commercial Companies Code.

On 5 August 2020, the Government Legislation Centre published the detailed assumptions of the draft amendment to the Commercial Companies Code developed by the Commission for Owner Oversight Reform with the Ministry of State Assets (the “Draft”). The Draft’s primary assumption is to enact the so-called “holding law” laying down the principles of how a parent company may instruct its subsidiaries, as well as stipulating the parent company liability and the principles of creditor, officer and minority shareholder protection. Continue Reading

Construction law reform in the Czech Republic?

On 5 November 2020, the first reading of the bill of the new Construction Act took place in the Chamber of Deputies of the Czech Parliament. It was assigned to committees with a hundred-day deadline to provide views on the new bill. The original draft was prepared in cooperation with the Czech Chamber of Commerce and in the autumn of 2019 was sent out for a general consultation. The new revised proposal from the Ministry was presented in May 2020 and is a fundamentally different document that was only slightly modified after discussion with the Legislative Council of the Government before it was submitted to the Parliament. The basic aim is to speed up and streamline permitting processes as the Czech Republic currently stands on the 157th place out of 190 countries evaluated. The new Construction Act is scheduled to take effect on 1 July 2023, with the exception of some provisions that are to take effect earlier. Continue Reading

Poland: Supreme Court Ruling on Blank Promissory Note Order for Payment Issued Against Consumer

On 28 October 2020, the Supreme Court’s Emergency Control and Public Matters Chamber acknowledged an emergency complaint lodged by the Prosecutor General and revoked an order for payment issued against a consumer under a blank promissory note securing repayment of a bank loan. The Supreme Court ruled that the order for payment, issued by the District Court in the payment order proceedings, violates constitutional consumer protection (Article 76 of the Constitution) and fails to protect the consumer from unfair market practices listed in Directive 93/13/EEC. Continue Reading

Amendment to the Polish Building Act: Simplification and Expedition of Procedures

construction project

On September 19, 2020, most provisions of an extensive amendment to the Construction Law took effect. The amendment introduces very important changes from the investors’ point of view, both those considering and already pursuing their investments, and those whose projects have long been completed. The new regulations were introduced via the Act of February 2020 amending the Construction Law Act.

Primarily, the amendment is meant to simplify and expedite the investment and construction process, as well as to ensure greater stability of the law and administrative authorities’ decisions. The most significant changes are discussed below. Continue Reading

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