Corporate

Subscribe to Corporate RSS Feed

Cross-border reorganizations in the EU: how will the new rules affect the process?

By Marek Hrubeš and Simona Zajickova on Posted in Corporate, Legislation Update, M&A, Transactions
Cross-border mergers have become an integral part of corporate restructurings within the EU internal market. Groups have been taking advantage of the harmonized rules to move or consolidate operations, ownership of assets and liabilities across the member states – for instance, many corporations used cross-border mergers to reorganise their structures as a result of Brexit.  … Continue Reading

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

By Marcin Wnukowski on Posted in Commercial, Corporate
The 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 … Continue Reading

Poland’s Simplified Restructuring Proceeding Takes Effect

By Marcin Wnukowski and Małgorzata Olech on Posted in Banking, Corporate, Insolvency, Restructuring
As previewed in our prior post, Poland’s simplified restructuring proceeding (uproszczone postępowanie restrukturyzacyjne) is now in effect. The enabling legislation – with only minor changes from the description in our prior post affecting such restructurings – was finally adopted on 19 June 2020, signed into law on 23 June 2020 and took effect the same … Continue Reading

Polish Government Adopts Stricter Control over Private Investments

By Marcin Wnukowski on Posted in Competition, Corporate, Investments, Legislation Update, Public Policy
Updated on June 23, 2020 Like various other EU member states (e.g. Hungary, Czechia), Poland has finally adopted a new act intended to screen foreign direct investments in Polish companies. The new law (the “Amendment”) amends the Act on Control of Certain Investments of 2015 (more on this available here), but it will also materially extend … Continue Reading

COVID-19: Poland’s Parliament Nears Passage of Extraordinary Debtor Restructuring Relief

By Małgorzata Olech and Marcin Wnukowski on Posted in Banking, Corporate, Insolvency, Restructuring
Poland’s Parliament (the Sejm, the lower House of Parliament) is close to passage of an extraordinary debtor restructuring relief law as part of its fourth COVID-19 crisis legislation. The measure, referred to as Shield Law 4.0 (Tarcza 4.0) would: Create a “simplified restructuring proceeding” that would permit any debtor to commence this proceeding if faced … Continue Reading

Czech FDI Screening Bill – Get Ready For New Regulatory Challenges

By Marek Hrubeš on Posted in Corporate, Energy, Infrastructure, Legislation Update, Uncategorized
As we recently observed in many states across the EU, national lawmakers have been coming up with bills that put in place mandatory non-EU FDI (foreign direct investment) approval requirements. The purpose of this legislation is to give state authorities competence to assess risks to national interests arising from such FDI and, if necessary, take … Continue Reading

Polish Competition Authority Shows Areas of Attention During COVID-19 Epidemic

By Marcin Wnukowski on Posted in Commercial, Competition, Corporate
On April 15, 2020, the Chair of the Polish Competition and Consumers Protection Authority (UOKiK), Mr. Tomasz Chróstny, delivered a speech defining UOKiK’s main focus areas amid the coronavirus disease 2019 (COVID-19) epidemic. In a 90-minute address, Mr. Chróstny defined the areas of particular attention for UOKiK in the wake of the COVID-19 crisis.… Continue Reading

Poland: Shield 2.0 Tolls Bankruptcy Filings Deadlines, but It Does Not Support Enterprise Restructuring

By Justyna Dereszyńska on Posted in Corporate, Insolvency, Restructuring
On April 9, 2020, the Polish Sejm (lower House of Parliament) passed the Act on special support instruments with regard to the spread of SARS-CoV-2 virus and COVID-19 disease caused by it (the so-called Shield 2.0), featuring much anticipated changes to the deadlines for filing for bankruptcy.… Continue Reading

Poland: Performance of Contracts in the COVID-19 Pandemic Era – Is the Pandemic a Force Majeure?

By Marcin Wnukowski on Posted in Contracts, Corporate
The Polish government is putting the finishing touches to legislation aimed at supporting entrepreneurs in the time of the coronavirus disease 2019 (COVID-19) pandemic. The new legislation is divided into several parts and deals with aid through public sources, such as financing of maintenance of employment, microloans to SMEs, deferring payments of certain amounts due … Continue Reading

Poland: Functioning of Private LLCs During the Pandemic and Corporate Mechanisms Facilitating Discharge of Officers’ Duties

By Marcin Wnukowski on Posted in Corporate
By virtue of the Regulation of the Minister of Health dated March 21, 2020 on Declaring the State of Epidemic within the Republic of Poland following COVID-19 infections, a number of restrictions have been enacted which have a bearing on the functioning of certain companies. The raging epidemic and the associated interaction and mobility restrictions … Continue Reading

Poland: Businesses in Difficulty due to the Pandemic – What Options Do They Have?

By Marcin Wnukowski on Posted in Corporate, Insolvency, Restructuring
The coronavirus pandemic poses new risks and challenges for business at a scale unknown before. In order to assist businesses, the Polish government has announced that a PLN 212 bn ($53bn) stimulus package will be put in place. For a summary see our previous post. Start up of the aid package will take time, and … Continue Reading

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

By Squire Patton Boggs on Posted in Compliance, Corporate, Criminal Law, Legislation Update
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 … Continue Reading

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

By Marcin Wnukowski on Posted in Corporate, Digitalization
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 … Continue Reading

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

By Squire Patton Boggs on Posted in Corporate, Legislation Update
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 … Continue Reading

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

By Marcin Wnukowski on Posted in Corporate
The 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 … Continue Reading

Is it safe?

By Ivan Chalupa on Posted in Corporate
Under Czech law, can a statutory body member of a Czech company escape from the risk of his/her liability, if a certain action (e.g. entering into a contract on behalf of the company) is approved by GM or the sole shareholder in advance? Directors of Czech limited liability companies and members of boards of directors … Continue Reading

High Court in Prague sheds some light over the definition of a significant part of an enterprise 

By Squire Patton Boggs on Posted in Contracts, Corporate, Legislation Update, Transactions
Like any other major change of legislation, the recodification of Czech private law in 2014 has raised a long list of interpretation issues. At the end of August 2018, the High Court in Prague outlined (since the decision has not yet been confirmed by the Supreme Court) an interpretation with respect to one of the … Continue Reading
LexBlog