Preparing for the upcoming changes.
Amendment to the Commercial Companies Code
What do the new regulations concern?
- Holding law
- Powers and duties of members of capital company governing authorities.
To whom are the regulations addressed?
- Companies and corporations,
- Groups of companies,
- Companies and corporations seated abroad with subsidiaries in Poland,
- Minority investors and creditors of subsidiaries,
- Members of capital company governing authorities.
What does the regulation on company group law concern?
- The new regulations will enable the establishment of a qualified controlling relationship (parent/subsidiary) allowing for greater involvement in the management of subsidiaries and the pursuit of a common economic strategy.
What do the changes to the functioning of corporate governing authorities concern?
- The changes are independent of company group law and will be applicable to the management and supervisory boards of all capital companies in Poland, with their members having new obligations, but also additional powers.
How can we assist you?
- We can assist you in analysing the advisability of the implementation of holding regulations and subsequently in preparing your group of companies for such implementation, by:
- identifying factual and legal factors relevant for the company group,
- analysing the existing strategy and needs of the group,
- assisting in defining a common economic strategy on the basis of legislation,
- advising on the preparation of a development plan for group companies taking advantage of the flexibility of regulations,
- preparing term sheets for the implementation of a common strategy and consultations within the group,
- assisting in defining new corporate governance for the group via an instruction policy and reporting plan, rules of communication between group companies and control over subsidiaries.
- We can help you identify and mitigate risks, by:
- analysing the group’s business environment and existing commitments,
- advising in consultations with business partners,
- assisting in communication to minority shareholders,
- providing training to members of governing authorities from the group on their new powers/duties,
- advising on the analysis of and preparation for the operation of the group in terms of compliance with financial, tax and industry-specific laws and regulations.
- We can advise you on the implementation of changes by:
- assisting in the organisation of general meetings,
- assisting with registration of changes,
- advising on amending corporate documents,
- providing ongoing advice on the operation of companies within the group,
- providing opinions and assistance in preparing instructions, reporting.
The new regulations are also a challenge for shareholders investing in group companies. We can help you protect against the risk of loss of investment value, by:
- assisting with negotiation of the shareholders’ agreement,
- advising on amendments to corporate documents protecting investments,
- representation at the meetings where the decision to join the group is to be made,
- enforcement of claims challenging the resolution on a company joining the group and individual actions concerning giving and executing instructions,
- assisting in exercising the right to exit the company,
- advising on enforcing disclosure obligations and exercising rights of access to information,
- enforcing of claims for damages.
Where your business partner has joined a holding company, we can help you secure your position by:
- reviewing contracts to ensure they meet the criteria for compliance with their terms and conditions,
- requesting additional transaction security,
- implementing contractual provisions protecting the business partner (contractual penalty, right of withdrawal, termination),
- advising on pursuing claims for damages.
We can help you navigate regulations on supervisory and management boards, by:
- analysing existing intra-corporate regulations and adjusting the company’s corporate governance to the new regulations,
- evaluating whether to include or exclude the application of individual regulations,
- providing training to members of supervisory and management boards on their new powers and duties.
Attorney at Law, Partner, Head of Corporate Practice, Shareholders Conflicts