The Code calls for reforms, but thorough ones

FOUR QUESTIONS FOR LESZEK KOZIOROWSKI, GESSEL PARTNER HEADING THE FIRM’S CAPITAL MARKETS PRACTICE, SPECIALIST IN SECURITIES LAW AND IN THE LEGAL ASPECTS OF INVESTMENT FUNDS

PB: Are the reforms proposed by the Ministry of State Assets necessary ?

Leszek Koziorowski: I do agree that the Commercial Companies and Partnerships Code as it now is requires reform, but this reform needs to be thorough. The world is changing quite quickly, for example through digitalisation. Commercial life must keep up with these changes, becoming more flexible. Maintaining the rigid classification of companies, and of certain legal institutions, is becoming redundant.

For example, it might be a good idea to divide corporate entities into public and private ones, affording the founders of the latter more leeway for deciding whether they want to place more emphasis on their discrete identities, in something akin to today’s limited liability company, or whether they attach greater importance to the aspect of pooling equity, in something approximating today’s joint stock company. We should consider the possibility of providing for virtual general meetings and of virtual supervisory board sessions, which would automatically limit the need for involvement of notaries public (…)

The full text of this article is available (in Polish) in Puls Biznesu (on 14.02.2020). If you are interested in an English-language version, please contact: kontakt@gessel.pl