Maciej Wierzchowiec
Election of supervisory board members in a joint-stock company by group voting: Practical aspects
In an ideal world, members of corporate boards should be elected with respect for the interests of as many shareholders as possible, including minority shareholders. It is customary that when any shareholder or group of shareholders has a stake in the company sufficient to choose at least one member of the supervisory board, the majority shareholder should solicit from them a proposal to put forward at least one candidate to ensure adequate representation on the supervisory board. If this does not occur, the law allows shareholders to request that voting for the supervisory board be conducted in separate groups. This procedure is designed to protect the interests of minority shareholders.
Valuation of assets of companies merging by acquisition: Practical doubts
The Polish Commercial Companies Code allows mergers of both companies and partnerships, except that a partnership (other than a joint-stock limited partnership) cannot be the acquiring entity or newly incorporated entity. For mergers of companies, the procedure begins with agreement of a merger plan. The necessary elements of the merger plan and annexes are listed in the regulations, but the wording is not clear. Mistakes in preparing the merger plan may cause the court to refuse to register the merger. In this article, we focus on doubts regarding the methods of valuing the assets of the acquired and acquiring companies during the merger of companies by acquisition.
