26.09.2022

Amendment to the Commercial Companies Code

On October 13, 2022, the Act of February 9, 2022 amending the Act – Commercial Companies Code and certain other acts1 will come into force. The Act will introduce numerous changes to the Commercial Companies Code, however, below we describe only those that we believe are the most important from our clients’ perspective.

Introduction of the regulation of group of companies law (the holding law) to the CCC

A group of companies involves limited liability companies, simple joint-stock companies and joint-stock companies. It consists of a controlling company and at least one subsidiary, which jointly follow one strategy to pursue a common interest (interest of the group of companies). A common strategy justifies the exercise of unified management over the subsidiary by the controlling company. A controlling company and a subsidiary that participate in a group of companies are obliged to follow not only their own interest, but also the interest of the group of companies (provided that it is not to the detriment of the creditors or minority shareholders of the subsidiary).

Business judgement rule

The Act explicitly implements the well-known business judgement rule, according to which a member of the management board is not held liable for a damage inflicted to a company, if, while remaining loyal to the company, he/she acts within a justified economic risk, including on a basis of the information, analyses, and opinions which should be taken into account in given circumstances while making a careful judgment.

Extension of the catalogue of offences

The Amendment extends the catalogue of offences which make it impossible for persons convicted by a final judgment to hold the function of e.g. member of the management board or commercial proxy. This prohibition also applies to persons holding the function before the Act comes into force. Once the Act enters into force, the aforementioned catalogue will be supplemented by the following offences: passive bribery, active bribery, influence peddling, abuse of power, failure to provide information, documents, reports or explanations to the supervisory board or obstruction of the supervisory board’s access to them.

Author:
Aleksandra Gmurzyńska
Junior Associate

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