Entry into force of corporate resolutions of commercial companies

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In case of adoption of resolutions by bodies of commercial companies, the resolution may provide for an effective date of the resolution later than the date of its adoption.

This way of adopting resolutions can be helpful when the effect of the resolution, such as personal changes in the company’s bodies, should take place on a certain date (e.g. on the 1st day of the month) and the resolution itself is adopted earlier.

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MAC clause in Polish M&A transactions

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In Polish mergers and acquisitions (M&A) transactions it is common to use a material adverse change (MAC) clause.

The MAC clause usually allows the purchaser to withdraw from the transaction in case of events that have a negative impact on the business, assets, or financials of a target entity.

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Incoming changes for the non-bank consumer lenders in Poland

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Based on the recent changes to the Consumer Credit Act, the non-bank lenders (NBLs) in Poland will not be able to finance their lending activity by issuing bonds (obligacje).

The Polish Financial Supervision Authority KNF will also start supervising NBLs.

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Crowdfunding activities in Poland require a license and are supervised by the Polish Financial Supervision Authority (KNF) #PolishLegalTips

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Crowdfunding is regulated in Poland based on the Regulation on European crowdfunding service providers for business of 2020 (ECSP), and the local Act on crowdfunding for economic ventures and assistance to borrowers of 2022.

New crowdfunding providers require a license, and the market is supervised by the Polish Financial Supervision Authority (KNF).

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Management board’s resolutions in Polish LLCs to be minuted in a specific way #PolishLegalTips

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Based on recent amendments of the Polish Commercial Companies Code (KSH) resolutions of the management board (MB) of a limited liability company must be minuted in a specific way so the minutes include the agenda, the names and surnames of the members of the MB present, and the number of votes cast for relevant resolutions.

A dissenting opinion submitted by a member of the MB shall also be marked, along with its motivation, if any.

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Seller’s Liability in Polish M&A Transactions #PolishLegalTips

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In Polish M&A transactions seller’s liability for representations and warranties included in the share purchase agreement (SPA) is usually based on a guarantee agreement legal concept.

This way the parties to the transaction can set the rules and terms of liability freely and exclude statutory warranty for defects rules.

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Interim Injunction in Cross-border Litigation #PolishLegalTips

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Holding companies law is introduced to the Polish Commercial Companies Code on 13 October 2022 #PolishLegalTips

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Polish Financial Supervision Authority KNF’s List of Public Warnings #PolishLegalTips

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Registration of non-bank lenders in Poland #PolishLegalTips

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