M&A | In Principle

External, independent opinions on the fairness of the financial conditions of M&A transactions are gaining popularity in Polish practice.

The time when Western firms made spectacular M&A investments in Asian markets is over.

In the course of the past four years, Drumet, a Polish producer of steel wire, has gone through an interesting series of ownership changes.

In a cross-border merger, the employees must have an opportunity to participate in the merger procedure and in the governance of the new company—typically by having an influence on the composition of the supervisory board.

Before buying bearer shares, it is important to check the validity of the share certificate. Under Commercial Companies Code Art. 328, a share certificate lacking the necessary data, the company seal, or the signature of the management board is invalid.

A few comments on how transcripts from Poland’s commercial register are used in commercial practice

The significance of representations and warranties by the seller in transactions involving the sale of shares

The owner of real estate that was contaminated by a third party may be required to take remedial measures along with the polluter even though the owner did not cause the harm, but knew about it.

When reports become public of plans for a hostile takeover of an exchange-listed company, the question arises whether the company may take any measures to oppose the takeover.

An amendment to Poland’s Commercial Companies Code that went into effect on 1 January 2012 enables quick registration of a limited-liability company via internet. The “S24” procedure, as it is known, allows a company to be registered within 24 hours.

There has been a noticeable trend recently toward lowering various administrative burdens on businesses in Poland—as witnessed, for example, by the recent changes in the costs of company registrations.

Not everyone is qualified to serve on a corporate board. But what happens if a board member is appointed who is not qualified to serve?