| In Principle

A long-awaited bill to amend the Industrial Property Law of 30 June 2000 was submitted to the Sejm on 12 March 2015. The proposed changes affect dozens of regulations. The bill would repeal some existing provisions but also introduce new features to the law.

It is often said that the law cannot keep up with the pace of a changing reality, particularly technological progress. This is evident for example in the rules for representation of businesses, which are poorly adapted to online transactions. Fortunately the courts approach this problem with understanding.

The Supreme Court has ruled that it is impermissible to issue a commercial proxy to one person allowing the proxy to act only jointly with a member of the management board. What does this ruling mean for companies that have already issued such proxies?

A company whose obligations exceed its assets should file a bankruptcy petition. If it does not, the creditors may file a petition and then seek to hold the members of the debtor’s management board liable for their claims. A rule that generates lots of practical problems remains in force in Polish bankruptcy law.

A forensic audit at the start of the restructuring process should enable the company to uncover irregularities and take the right remedial measures.

Internal investigations conducted by enterprises in-house when irregularities are suspected offer many advantages to businesses compared to initiatives undertaken by public law enforcement authorities.

The Commercial Companies Code provides an extensive set of rules governing internal controls in Polish companies, from the general rules for conducting and controlling the company’s affairs by the management board to oversight of the management board’s actions.

Can evidence from an internal investigation be used in court?

Poland’s data protection regulations do not directly address internal investigations, but that does not mean they do not apply. In fact they can play a major role in drawing the line between lawful and unlawful investigative measures.

Internal investigations are becoming increasingly common, but individuals who face consequences as a result may attempt to undermine the findings or challenge the procedures followed in the investigation — including through seeking the protection of the courts.

Poland’s consumer protection authority has drawn up guidelines for amending the Act on Protection of Rights of Buyers of Residential Units and Single-Family Houses of 16 September 2011, popularly known as the Developers Act. Real estate developers are not pleased.

Contracts are signed expecting the worst. The provisions should be precisely formulated, particularly when a failure to be explicit can lead to application of rigid statutory provisions instead. When a dispute arises, the court’s interpretation of the parties’ intent may differ from the literal wording of the contract.