Archives: Corporate

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

By Nikola Klimova 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 Karolina Łasowska and 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 Karolina Karnikova 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

Polish Government Working on Introduction of Shareholders’ Liability

By Marcin Wnukowski and Justyna Świnka on Posted in Corporate
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 … Continue Reading

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

By Marcin Wnukowski and Justyna Świnka 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 and Tomas Lupac 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 Maros Kandrik 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

The Electronic Communication Platform for Business Entities is Now Operational

By Akos Mester on Posted in Corporate, Electronic Communication
As of 1 January 2018, Hungary’s new communication platform is now in use. It is a concept similar to the electronic communication platform that has been widely available to private individuals for some time. The purpose of both platforms is to enable users to communicate efficiently with the central and local governments online. While private individuals … Continue Reading

What board members and executives should know about impact of the Proposed Amendment to the Commercial Code on Personal Liability?

By Squire Patton Boggs on Posted in Corporate
Are you already a board member or executive of a Slovak company or about to become one? If so, you should know about the proposed amendment to the Slovak Commercial Code. The amendment aims to address the so-called “white horses” and “tunneling (asset stripping)” of the companies. The amendment should come into force on 1 January 2018. As … Continue Reading

Draft Regulation of Capital Funds in Slovakia

By Jakub Kamenický on Posted in Corporate, Finance
Recently, the Ministry of Justice of the Slovak Republic (the “Ministry”) published a draft of amendment to the Slovak Commercial Code (the “Draft Amendment”) for public consultation. The Draft Amendment contains numerous substantial changes which we will discuss in series of separate blog posts. This post will look at the provisions relating to capital funds … Continue Reading

The Digitalization of Slovakia

By Squire Patton Boggs on Posted in Corporate, Digitalization
The Central Government Portal The creation of the Central Government Portal (CGP) has signaled the beginning of the digitalization of Slovakia. The CGP is an information system designed to provide users with official electronic communication with public authorities and with centralized and unified access to information resources through a single entry point. Over the course … Continue Reading

New Obligations for Large Companies in the Czech Republic

By Squire Patton Boggs on Posted in Corporate
Large companies in the Czech Republic will have to comply with new corporate and social responsibility obligations. First, starting January 14, 2017, employees in joint-stock companies with more than 500 employees in an employment relationship will have the right to elect and recall at least one-third of members of the supervisory board, unless articles of … Continue Reading

The Best Way to Set Up – Branch or Corporate Entity: What is the Most Suitable for Your Business in Hungary?

By Squire Patton Boggs on Posted in Corporate
There are several standard legal entities through which a person may do business in Hungary. The most common and popular ones are (i) a limited liability company and (ii) a joint stock company. The most common legal entity in Hungary is a limited liability company, mainly due to lower administrative burdens. Joint stock companies are … Continue Reading
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