Maciej A. Szewczyk
Specification of the subject of the company’s business in the register
Practical remarks based on the regulations on the National Court Register and the Polish Classification of Activity.
Can management board members be appointed retroactively?
If members of the management board are not reappointed for another term, the company does not have a properly constituted representative body. This can affect the validity and effectiveness of actions taken for the company.
Contractual clauses concerning environmental aspects of M&A transactions
Properly constructed contractual provisions should adequately secure the interests of the parties in the event of environmental violations. They are relevant to nearly every deal.
Secured creditor's standing to challenge shareholders' resolution
A creditor who attaches shares in a limited-liability company through execution may apply to set aside a resolution by the shareholders’ meeting.
Two, three, or maybe ten years?
The statute of limitations on M&A claims
Renunciation of a contract and the requirement to pay a contractual penalty
The effectiveness of provisions for payment of a contractual penalty for renunciation of an agreement is determined by the mutual intent of the parties as reflected in the content of the agreement.
Boilerplate clauses in transaction agreements under Polish law
Not every solution that works in a contract under foreign law is equally effective or justified when the contract is governed by Polish law.
The issue of long-term contracts in transactional practice
Remarks on problems related to the ability to modify contract terms to reflect changing circumstances, and the duration of long-term contracts
Validity of contracts when a party is not properly represented
One of the conditions for the effectiveness of a contract is proper representation of the parties when the contract is concluded. In other words, it matters who signs the contract.
Transfer of rights and obligations under commercial contracts
Comments on statutory and contractual restrictions on the assignability of agreements.
Who is liable for overstating the value of an in-kind contribution?
The requirement that the share capital of a limited-liability company be fully covered prior to registration of the company is tied to liability in the event that an in-kind contribution is made to the company at an inflated value.
The scope and legal nature of information in the National Court Register
A few comments on how transcripts from Poland’s commercial register are used in commercial practice
