| In Principle

Money laundering and financing of terrorism have become a source of major risks in business operations over recent years. On one hand, businesses are exposed to the risk that their services may be used for money laundering, and on the other hand they are increasingly targeted by strict AML regulations, where noncompliance can carry stiff sanctions.

New regulations on payment gridlock entered into force on 1 January 2020, via an amendment to the Act Combatting Excessive Delays in Commercial Transactions of 8 March 2013, the Civil Procedure Code, and the Unfair Competition Act. How will the new rules affect compliance in companies?

The end of 2019 was a kind of a caesura in the legislative process of abandoning the physical document as a carrier of securities used to raise finance on capital markets. Bonds, investment certificates, mortgage bonds, shares and subscription warrants have either bid farewell, or will soon do so to the physical document as a carrier.

In 2019, legal regulations came into force providing for a mandatory dematerialisation of investment certificates issued by closed-end investment funds, including those which are not a part of a public offering and have not been admitted to an organised trading market. Newly issued certificates will no longer be able to be issued as a document, or function as an entry in the record of investment certificates kept by an investment fund company. They will have to be registered in the depository of securities kept by the Krajowy Depozyt Papierów Wartościowych (National Depository for Securities, KDPW). These regulations were then supplemented by rules for how an issuing agent must operate a register of investment certificates before their registration in KDPW. This fundamental change entails a number of practical and formal consequences that are significant in establishing and enforcing collateral on investment certificates.

An anti-obscenity association issued a proposal for an Act on Protection of Minors against Pornographic Content on 16 December 2019. It has gained the official support of the Family Council, which recommended to the Prime Minister that the proposal be adopted for further legislative work. The Minister of Family, Labour and Social Policy announced that work on the bill should conclude in the first half of 2020. The need to restrict children’s access to pornography is obvious, but the proposal has generated much controversy, mainly due to the proposed mechanism for age verification, which may invade internet users’ privacy. The proposal would also impose additional obligations on telecommunications operators, electronic service providers, and payment service providers.

The long-awaited bill on offshore wind farms was published on 15 January 2020. The bill is to establish mechanisms and instruments for supporting the generation of electricity by offshore wind farms, and, to a certain extent, conditions for the preparation and construction of such projects.

For nearly four years, Polish businesses have been in a possession of an important tool to restructure their debt and return to economically sustainable operations. Our experience since the Restructuring Law has been in force shows that with proper selection and cooperation with creditors, the new court procedures have many advantages and can lead to effective debt reduction. At the same time, we see room for improvement in the current regulations, which cannot be corrected through the practice of the authorities and participants in the restructuring process alone.

How is the M&A market changing in Poland and around the world? Find out in this year’s report from Lex Mundi

Are computer games still a niche product, or have they entered the mainstream? The possibility of registering a trademark similar to an earlier mark turns on this issue.

In the current legal system, the regulations on types of companies, their bodies and manner of functioning, liability for the company’s obligations, and protection of creditors, derive in basically unaltered form from the Commercial Code of 1934. The 1990s saw the introduction of modern regulation of the capital market in Poland. The following decades led to adoption of the Commercial Companies Code, gradual harmonisation of corporate law with EU law, and introduction of regulations allowing the use of digital technology in the establishment of limited-liability companies and certain aspects of their functioning.

Contemporary competition law is built on two pillars: faith in the liberal market economy and faith in economic analysis. But in many countries in the West, including Poland, this faith is clearly dying. How will competition law look in the third decade of the 21st century, and will the current situation inevitably lead to changes in the principles governing enforcement of competition law?

EU thresholds and the average EU exchange rate for conversion of EUR thresholds into PLN will be lower from 1 January 2020, which means that some current contracts in Poland will exceed the EU thresholds.