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Przesłanki historyczne ujednolicania prawa własności w Unii Europejskiej

100%

Woźniak B.

Studia Iuridica

2014

vol. 59

285-326

Ownership is a central institution of private law and the core of property law. It is usually treated as strictly national area which has been hardly influenced by the process of harmonization. However, the Europeanization of other areas of private law requires creation of common proprietary rights, including ownership. Crucial differences in the concept of ownership exist between civil law, based on the Roman legal tradition, and common law with its medieval roots. Roman ownership was the most comprehensive right from which simple rights (to use, to dispose, to possess) descend. In contrast to common law, classical Roman law refused temporary ownership or split title. These functions were fulfilled by well-developed limited proprietary rights, strictly separated from ownership. Ownership was usually omitted in the process of harmonization of European private laws. One of the few examples of projects to unify ownership to some extent was presented in the Draft Common Frame of Reference – a private study on European civil code. The DCFR did not answer directly the question which concept of ownership should be adopted in the common European law of the future. Numerous references to Roman law indicate, however, that the authors of the DCFR included Roman legal tradition in their studies and, as regards the ownership right, they preferred continental solutions to the approach of the English common law.

Umorzenie akcji własnych nabytych w wyniku połączenia odwrotnego

63%

Kożuchowski M., Woźniak B.

Forum Prawnicze

2015

issue 6 (32)

70–82

The downstream merger of companies belonging to the same capital group is becoming an increasingly popular method of the restructuring of capital groups and an important element of every M&A (Mergers and Acquisitions) transaction structured as a leveraged buyout. The downstream structure is highly valued by business people especially because it offers the possibility of modifying the group corporate structure without the necessity of modifying the company pursuing day-to-day business activity. The authors conclude that, unfortunately, the Polish Code of Commercial Companies does not adequately provide for business transactions of this sort. Apart from the general possibility of downstream merger of two limited liabilities companies, an issue which is quite well described in Polish legal doctrine, the article considers many other practical legal issues connected with such mergers. In particular, the authors give careful consideration to the procedure of redemption of own shares acquired by a joint-stock company as a result of a merger with its sole shareholder, arriving at the conclusion that the most effective method of such redemption is providing in the articles of association of the acquiring joint-stock company for redemption of own shares upon the occurrence of a specific event in accordance with article 359 § 6 of the Polish Code of Commercial Companies. The article discusses not only the relevant code provisions, but also the practical legal aspects raised by the Accountancy Act which must be taken into consideration in a downstream merger procedure, especially insofar as it regulates settlement for the redemption of own shares.

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1 Forum Prawnicze

1 Studia Iuridica

2 Woźniak B.

1 Kożuchowski M.

1 2015

1 2014

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Przesłanki historyczne ujednolicania prawa własności w Unii Europejskiej

Umorzenie akcji własnych nabytych w wyniku połączenia odwrotnego