1,720,966 research outputs found
System monistyczny w prostej spółce akcyjnej
No full textDue to the amendment to the Polish Commercial Companies Code introduced by the Act of 19 July 2019, a new type of company will be introduced into the Polish legal system, with effect from 1 March 2021: namely, the simple joint-stock company. The simple joint-stock company is innovative through its free choice between a monistic and dualistic management system. This paper aims to consider selected aspects as regards the legal position and competences of the board of directors in the monistic system, including the new provisions covering i.a. the duty of loyalty, flexibility of
the boards' structure and business judgment rule.Na podstawie ustawy z 19.07.2019 r. o zmianie ustawy — Kodeks spółek handlowych oraz niektórych innych ustaw, do polskiego systemu prawa wprowadzony został z dniem 1.03.2021 r. nowy typ spółki kapitałowej — prosta spółka akcyjna. Prosta spółka akcyjna jest innowacyjną instytucją dzięki wprowadzonej swobodzie wyboru pomiędzy monistycznym a dualistycznym systemem organów. Celem artykułu jest przedstawienie wybranych aspektów związanych z pozycją prawną i kompetencjami rady dyrektorów, z uwzględnieniem nowych regulacji obejmujących takie zagadnienia, jak: obowiązek lojalności, elastyczność struktury organu w systemie monistycznym oraz zasad biznesowej oceny sytuacji
Polityka wynagrodzeń i raport wynagrodzeń w spółkach publicznych
No full textDue to the amendment to the Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and listed companies introduced by the Act of 16 October 2019, a new obligation was imposed in listed companies on the shareholders' meeting to adopt a remuneration policy and the supervisory board to draw up a remuneration report. The first issue to be considered in this paper will be selected aspects concerning the adoption of a remuneration policy by the shareholders' meeting and its implications for the remuneration system of members of the management board and supervisory board, as well as its implications for concluding contracts with management board members. The second issue will concern the remuneration report with respect to liability towards the company.Na podstawie ustawy z 16.10.2019 r. zmieniającej ustawę z 29.07.2005 r. o ofercie publicznej i warunkach wprowadzania instrumentów finansowych do zorganizowanego systemu obrotu oraz o spółkach publicznych, na spółki publiczne nałożono nowy obowiązek w postaci przyjęcia przez walne zgromadzenie uchwały w sprawie polityki wynagrodzeń oraz obowiązek sporządzania przez radę nadzorczą sprawozdania o wynagrodzeniach. Celem artykułu jest przedstawienie wybranych aspektów związanych z podejmowaniem uchwały przez walne zgromadzenie w sprawie polityki wynagrodzeń i jej skutków w zakresie systemu wynagradzania członków zarządów i rad nadzorczych oraz zawierania umów z członkami zarządów. Przedstawiona także zostanie problematyka sporządzania sprawozdania z wynagrodzeń i związanej z tym odpowiedzialności
Duty of Loyalty in Companies’ Corporate Relationships
Full text linkThe duty of loyalty in companies’ relationships is a matter of great importance taking into account the different position of the authorities and shareholders of the company, the interest of the company and individual interest of shareholders, not mentioning the influence on the stakeholders. The main characteristic of the duty of loyalty in corporate company relationships concerning the directors is a special care of interest of the company and acting in a way enabling the maximum use of the possibilities of the company (corporate opportunity). Shareholders’ duty of loyalty should be defined as the obligation to execute corporate rights (esp. voting rights) in accordance with the good practice and avoiding conflict of interests. Being involved in a company cannot be considered only from the perspective of profits but also from the perspective of responsibility, that is why the question of loyalty finds interesting in the literature and jurisdiction concerning corporate law
Going Beyond Counting First Authors in Author Co-citation Analysis
Full text linkThe present study examines one of the fundamental aspects of author co-citation analysis (ACA) - the way co-citation
counts are defined. Co-citation counting provides the data on which all subsequent statistical analyses and mappings
are based, and we compare ACA results based on two different types of co-citation counting - the traditional type that
only counts the first one among a cited work's authors on the one hand and a non-traditional type that takes into
account the first 5 authors of a cited work on the other hand. Results indicate that the picture produced through this non-traditional author co-citation counting contains more coherent author groups and is therefore considerably clearer. However, this picture represents fewer specialties in the research field being studied than that produced through the traditional first-author co-citation counting when the same number of top-ranked authors is selected and analyzed. Reasons for these effects are discussed
Assessment of the governmental Bill on Amending the Act – the Commercial Companies Code and Certain other Acts
No full textThe 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
Supervisory Board And Audit Committee In A Listed Company
No full textListed companies as public-interest entities are under a duty to appoint the audit committee within the supervisory board. This duty affects the composition of the supervisory board, as the members of the audit committee must meet additional criteria stipulated in the Act on Statutory Auditors, Audit Firms and Public Oversight. Moreover, the rights and duties of the supervisory board are changed due to the regulation of specific duties set out for the members of the audit com-mittee. Finally, the new Act also stipulates additional grounds for the responsi-bility of the members of the audit committee, supervisory board and the compa-ny. All these aspects show that the position of the supervisory board in a listed company is much more significant than in other types of companies
The role of the registry court by protecting corporate rights in Polish private limited companies
Full text linkThe mechanism for protection of corporate rights in the Polish Commercial Companies Code was established to protect both the interests of the company and of the shareholder, therefore, the mechanism foresees a significant role for the civil or registry court. The active role of the registry court is necessary in corporate disputes concerning exercising of shareholders rights, such as calling a general meeting and putting items on the agenda, the right of the disposal of shares or the right of individual control. The role of the registry court is also to protect the company and its shareholders from abusive management by designating the audit firm to evaluate the company’s accounts and/or operations. Depending on the circumstances, the registry court may have to adjudicate on difficult issues, such us evaluating the primacy of the interest of the company or the interest of its shareholders, and to protect the company from the abuse of shareholder’s rights (corporate blackmail), or the abuse of power by management board members
Types Of Shareholders’ Resolutions In Private Limited Companies
Full text linkThe provisions concerning private limited companies in Poland provide for four methods in which resolutions are passed by shareholders: during formally convened general meetings, during meetings held without having been officially called (art. 240 CCC), in writing without a need to hold a meeting (art. 227 § 2 CCC) and by means of the ICT system, also called e-voting (art. 2401 CCC). Resolutions of shareholders must be treated as the resolutions of the general meeting of shareholders, as is the case with the shareholders’ meeting, written resolutions and voting in the ICT system, given that the resolutions come from an organ of a legal person, irrespective of the manner of their adoption. Taking into account the requirements for the resolutions, the written vote, voting in the ICT system or resolutions adopted without officially calling a general meeting can be used in practice in single-member companies or in companies with a small number of shareholders. It should also be noted that voting in the ICT system is accessible only to the companies established by means of the model deed in the electronic registration system for private limited companies and the scope of the resolutions adopted by way of the ICT system is rather narrow
Status spółki akcyjnej przed rejestracją
Full text linkThe issue of legal personality may be considered on many levels. What is of significant
importance in terms of business activity is determining the point of time since which
the established subject has been able to engage in trading. A specific example in this regard
is illustrated by the formation of a joint stock company in accordance with the provisions
of the Commercial Companies Code. The formation of a joint stock company is a complex
process which involves different steps preceding the acquisition of legal personality by
a joint stock company. Owing to the decision of the legislature, at the stage of forming a joint
stock company we are dealing with two distinct phases. The first phase is the foundation
period, in which the company does not have legal capacity. The second phase is the period of
building up the organisation of the company, when the company already has legal capacity
and may perform legal actions on its own behalf. As soon as the joint stock company has
been signed into the Register of Entrepreneurs in the State Register Court, it becomes a legal
person. The question is whether the moment of the acquisition of legal capacity by a joint
stock company was adequately determined by the legislature. It should be also considered
how the created joint stock company should be treated in the period in which it still does
not have legal capacity. Interpretative doubts arising in connection with the legal nature
of a joint‑stock
company in the different phases of its establishing prior to the registration,
prompted to begin deliberations regarding the status of a joint‑stock
company prior to the
registration
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