New Whistleblower Protection in the EU – Time to Reshape The Compliance Programmes of Czech Companies

In October 2019, the Council of the European Union formally adopted a new Directive for the Protection of Whistleblowers, requiring both private and public organisations to create safe channels for reporting across a wide range of areas, including public procurement, financial services or money laundering. Member States will have two years to transpose the Directive into their national laws. The new rules will equally affect the design of internal compliance programmes which form a pre-requisite for exculpation under the Czech Act on Corporate Criminal Liability. Continue Reading

Poland: Offshore Wind Bill published by the Government on 15 January 2020

Part 1: Publication of the Offshore Wind Bill and Next Steps

After many months of deliberation, on 15 January 2020, the Ministry of State Assets published the long-awaited Offshore Wind Bill, the publication of which marks the beginning of the legislative process entailing a 30-day stakeholder feedback period, which is due to end on 14 February. The Offshore Wind Bill (also “the Bill”) is intended to govern offshore wind investment, as well as defining the support mechanisms for such projects.

Offshore wind farms in Poland are meant to lead Poland’s energy transformation for decarbonisation by increasing the share of renewables in the energy mix, as well as significantly contributing to minimising the risk of capacity shortages. The Polish government has targeted a 15% share of renewables in its energy mix for 2020 (which in all likelihood will not be attained). By 2030, an ambitious 21% share is targeted. Continue Reading

A Christmas gift from the Czech Government – Will the New Czech Building Act speed up the construction permitting process and help boost residential construction?

The Czech government has published draft of the new Building Act as a major tool to speed up the construction permitting process in the Czech Republic. The Czech Ministry of Regional Development set a deadline until Christmas 2019 for any comments or objections to the prepared draft bill. The bill was prepared not long after a complex amendment to the existing Building Act had entered into force on 1 January 2018 that also had the aim of accelerating the permitting procedure. In our view there is still quite a lot of work to be done on the draft bill in order for it to be workable in practice and to solve more problems than it will cause and therefore have submitted our comments on the bill. Continue Reading

Poland: December 2019 RES Auction Results Announced

Renewable energy

On December 19 and 20, 2019, the President of the Energy Regulatory Office (URE) announced the results of the renewable energy purchase auctions held between November 25 and December 13, 2019. The auctions included both existing and new renewable energy sources (RES) installations. Obviously, onshore wind farms and photovoltaics (PVs) garnered the most interest. The existing sources auctions were also dedicated to biogas, biomass and biofuels, however, attention paid to them was negligible.

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

Digital Transformation

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.

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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