Companies
Articles on forming and running companies, relations between shareholders and partners, and corporate governance.
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Extending management board liability for an insolvent company’s debts
In resolution III CZP 65/17, the Supreme Court addressed management board members’ liability for the debts of a company entirely without funds that nevertheless incurs new obligations. How will the latest case law affect decisions taken by…
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Transaction pricing: completion accounts, earn-outs and locked boxes
A price based on the company’s position at completion, post-acquisition results or historical locked-box accounts? These mechanisms address different risks.
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Employee share options — are they worthwhile?
Feeling like a co-owner changes a great deal. It adds motivation and strengthens responsibility for the outcome of one’s work. It is hard to imagine a company that has not at least briefly considered some form of management or employee options. In the case of…
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A management board member’s conviction and company representation
A board member’s KRS entry alone does not settle every issue of representation. A statutory disqualification and the circumstances of the particular act may matter.
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The difficult position of a minority shareholder
Sooner or later, everyone makes a spontaneous, ill-considered decision. An impulse purchase of a chocolate bar at the checkout probably does little harm. But becoming a minority shareholder in a Polish limited liability company may have consequences…
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Management board members’ ‘occupational risk’
Management board members of Polish joint-stock companies are thought to be in a safer position than their counterparts in Polish limited liability companies because there is no equivalent of Article 299 of the Polish Commercial Companies Code, under which the management board members of a limited liability company are jointly and severally liable for its…