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1

Ogólna klasyfikacja taktyk przejęć przedsiębiorstw

100%
Pawlak M.
Roczniki Ekonomii i Zarządzania
|
2011
|
vol. 3(39)
239-270
EN
In the article a classification is presented of the techniques of takeovers of companies. It has been made on the basis of American experience. At the beginning basic concepts are defined and explained, and then friendly and hostile takeovers are described. The information may be interesting for the Polish reader since takeovers, especially hostile ones, ever more often occur in the Polish economic reality.
2

Podstawy związania umową o arbitraż spółek holdingowych w międzynarodowym arbitrażu handlowym

75%
Comi U.
Kwartalnik Prawa Prywatnego
|
2018
|
vol. 27
|
issue 1
229-265
EN
This paper analyses grounds for binding non-signatory companies by an arbitration agreement signed by another company from the same group of companies. It discusses certain doctrines created by state courts and arbitral tribunals to fill the gap in domestic regulations. Among them there is a group of companies doctrine, equitable estoppel and connected with it good faith doctrine as well as piercing the corporate veil. Purposes of these doctrines may seem similar, however, prerequisites as well as effects of their application are different. The most frequently used criteria include abuse, circumvention or violation of law or rules of equity as well as acting and behaving like a party to the contract that the company has not signed. The criterion of the purpose of law is also important. At the same time, a necessary condition is the existence of strong corporate connections between a company that has not signed the contract and at least one of the formal parties to the contract as well as significant under-capitalization of a subsidiary company. Binding non-signatory related companies on the basis of these doctrines may lead to the attribution of legal or contractual obligations or to assigning responsibility for actions or intentions. This may result in the assignment of obligations or liability of the company to its shareholder or vice versa, as well as relativisation of the separateness between two related companies that are not in the relationship of domination or dependence. The doctrines discussed in the paper aim at protecting the law against abuse and avoiding unfair decisions. Excessive vagueness of the prerequisites for their application may, however, lead to legal uncertainty and, as a result, threaten the security of trade. Therefore, such premises need to be defined as precisely as possible on the basis of objective criteria.
3
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Between Enabling Law and Protecting Law – Some Remarks on the Method of Regulating the Law of Groups of Companies in Polish Commercial Companies Code

75%
Herbet A.
Review of European and Comparative Law
|
2023
|
vol. 55
|
issue 4
261-278
EN
Although the groups of companies have been an indispensable part of the modern economy for several decades, they still continue to attract unwavering attention of both practice and doctrine of corporate law. The numerous legal challenges posed by the functioning of multi-level structures, based on diverse types of dominance and dependance relations adopt different regulatory strategies manifest a universal appeal. Yet, the national legislators adopt different regulatory strategies, aimed at securing the interests of various stakeholders, including minority shareholders, dependent companies and their creditors. As a result, the contemporary discourse entails two concepts – one emphasizing the risks and responsibilities associated with it (protecting law) and the other one, supporting the creation of groups, as well as instruments for their effective management (enabling law). The aim of the article is to verify the extent to which these concepts are addressed by the most recent Polish group law regulations, viewed in a comparative context outlined by selected European jurisdictions.
4
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Problems of Creating Shareholder Value in Groups of Companies

63%
Postrach K.
Przedsiębiorstwo we współczesnej gospodarce - teoria i praktyka
|
2020
|
vol. 2
|
issue 31
27-37
PL
Grupy kapitałowe odgrywają dużą rolę w polskiej gospodarce. Okazuje się jednak, że wiele z nich nie powiększa swojej wartości. Celem artykułu jest wskazanie na transfer wartości jako jedną z przyczyn destrukcji wartości w grupach kapitałowych. Zaprezentowano także aspekty prawne funkcjonowania grup kapitałowych. W Polsce od 2021 roku będzie obowiązywało prawo holdingowe (prawo grup spółek). Prawdopodobnie nie będzie dotyczyło w pełni spółek giełdowych. Wyjaśniono powody oraz konsekwencje takiego potraktowania spółek giełdowych.
EN
Groups of companies play a significant role in the Polish economy. However, many of them do not increase their value. The aim of the article is to indicate the transfer of value as one of the reasons for value destruction in groups of companies. The legal aspects of the functioning of groups of companies are also presented. In Poland, the holding law will implemented in 2021, but it will not probably fully apply to listed companies. The reasons for and consequences of such treatment of listed companies were explained.
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