Debt-to-equity conversions in practice
Converting a company’s liability into capital can be a way to “heal” its balance sheet. This can increase the company’s credibility with counterparties and reduce the risk of insolvency. Conversion can also generate tax benefits, for example by reducing interest expense to below the deductible limit.
A new definition of rape is needed
The campaign 16 Days of Activism Against Gender-Based Violence is underway. On this occasion, we speak to adwokat Dr Artur Pietryka of Wardynski & Partners’ criminal practice about the need to amend the Polish law on sexual assault.
Cross-border corporate mergers: Practical aspects
The 15 September 2023 amendment to Poland’s Commercial Companies Code introduced a number of changes to the cross-border merger procedure. Such a merger has its peculiarities because it is subject to the laws of more than one EU member state. During a cross-border merger, a number of practical aspects can significantly affect the speed and efficiency of the procedure.
New demerger by spin-off: The simplest of demergers and a practical alternative to the demerger by separation and in-kind contribution
On 15 September 2023, an amendment to the Commercial Companies Code entered into force, introducing into the Polish legal system a previously unknown method of demerging companies: the demerger by spin-off. The parliament was obliged to implement EU directives providing for the demerger by spin-off as well as additional methods for cross-border demerger.
What if the value or appraisal of assets changes during the course of a corporate reorganisation?
An appraisal of assets in the course of corporate reorganisations is a required element for determining their value when transferred from one company to another as a result of a merger or demerger. But the procedure for reorganising companies is often lengthy, and during the course of the procedure components of the transferred assets or liabilities may change due to ordinary or extraordinary circumstances. Or the appraisal itself may change. This raises a fundamental question of the extent to which the reorganisation documentation must be modified, including the draft terms of merger or demerger, and how these changes can be reflected in the accounting records without having to redo the entire reorganisation procedure.
Conversion of a joint-stock company into a limited-liability company: Practical problems
Poland’s Commercial Companies Code allows for conversion of a joint-stock company (SA) into a limited-liability company (sp. z o.o.), but many formalities are required and not always clearly regulated. Mistakes at any stage of the process may result in the court refusing to register the conversion. In this article, we describe the stages of the process and selected practical issues that may arise.
The impact of a conversion in corporate form on companies’ financial reporting
This issue continues to raise numerous doubts under Polish law. The doubts surround the number of financial statements required by law to be prepared in relation to the conversion, the reporting period covered by each financial statement, and the obligation for the financial statement to be examined by an auditor and approved by the competent body. Of particular importance is the correct determination of the period for which the first annual financial statement of the company post-transformation (the “new” company) must be prepared, which directly affects the method for distribution of profit from the company prior to transformation (the “old” company) and the limitations on distributions.
Does the law protect everyone equally?
An interview with adwokat Filip Rak from the criminal practice at Wardynski & Partners on the role of values in a lawyer’s work, protection of minority groups, the rights of LGBTIQ people, and changes needed in Polish anti-discrimination law.
e-Delivery: A revolution in businesses’ communications with the state administration and courts
A revolution is coming in communications between Polish companies and state and local administrations and the courts. It will take the form of the e-Delivery electronic system through which public administrative offices (including tax offices) and courts will communicate with companies and citizens. The system will also be used for communications between private entities, for example business-to-business. All indications are that it will be a very useful solution.
Control of concentrations of undertakings receiving foreign subsidies: New powers of the European Commission
In recent years, new EU legislation has appeared addressing the influence of third countries on proper functioning of the internal market, including a mechanism for examination and control by the Commission of subsidies granted by third countries for planned economic activity in the EU of publicly or privately owned undertakings. The new rules also involve control of concentrations within the EU.
News from Poland—Business & Law, Episode 42: Legal risks of using generative AI and how to mitigate them
In this episode dr Iga Małobęcka-Szwast, LL.M., discusses what are the legal risks of using generative AI and how to mitigate them.
A tax on combustion vehicles?
According to Eurostat figures for 2021, Poland has become the EU leader in cars registered per 1,000 inhabitants, at 687. At the same time, 37% of cars registered in Poland are 10–20 years old, and more than 41% are over 20 years old. Should Poles fear the adoption of a tax on combustion-engine cars?
