Duty of loyalty and due care of the board’s members have been lately introduced to the provisions of the Polish Commercial Companies Code. This paper aims to define the duty of loyalty and due care ...of the board members, as presented in the Polish doctrine, as well as in the British, Spanish, and German laws. Additionally, the impact of the new provisions on the liability of the board members shall be described.
The world is currently facing a COVID-19 pandemic which exerts a considerable impact on all areas of society. The need to avoid personal contact with other people gives rise to major problems in ...personal life, education, labor market, services and many others. The public had to rapidly adjust to the new situation and national legislators have played a pivotal role by making amendments to national legal orders to facilitate everyday life. The difficulties affected the functioning of companies’ organs, in particular, the adoption of resolutions by shareholders’ meetings. Due to the obstacles in the functioning of these bodies, the legislators were forced to make amendments to company law that allow for the adoption of resolutions and the exercise of shareholders’ rights without the physical attendance at the meeting. The aim of this paper is to carry out a brief comparative analysis of the regulations concerning the use of electronic communication means at shareholders’ meetings in Poland and in some selected European legal orders and formulate
postulates for the legislators to introduce flexible instruments that will allow companies to operate using electronic means on a larger scale and simultaneously protect shareholders’ rights.
The Author presents legal issues concerning the incompatibility of certain offices with the membership in supervisory boards (audit committees) in the light of the provisions ofthe Commercial ...Companies Code. He first discusses the personal scope of the incompatibility rule, presenting concerns about particular positions and a broader clause referring to people directly subordinated to a member of the board or the liquidator. Secondly, the Author presents different views of the doctrine on the results of the violation of the incompatibility rule. In the article he assumes that the appointment of a person covered by the prohibition to the supervisory board invalidates this choice, while the appointment of a member of the supervisory board to perform functions covered by the ban results in the expiry of the mandate in the supervisory authority. Finally, some additional aspects which must be taken into account have been also highlighted, such as the consent of a person appointed for a particular position or the appointment of a legal person to the supervisoryauthority.
The possibility of choosing a management system for a simple joint stock company, between a dualistic system of company bodies and a monistic one should be assessed positively. Another feature of a ...simple joint-stock company is the lack of fixed share capital, which is replaced by variable share capital without a defined minimum value, and the possibility to subscribe for shares in exchange for contributions in the form of the provision of work or services. In this respect, the bill does not meet the requirements of minimum creditor protection. Introduction of many new solutions for a simple joint-stock company will cause interpretative doubts regarding the functioning of a limited liability company or a joint-stock company.
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