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Firms Start Using Options Available Under the Recodification

Despite a certain cautiousness, according to professor Jan Dědič, a KŠB partner and co-author of the legislation, one can see growing interest in the new legal institutes that are supposed to simplify the lives of firms and their managers.

The new Civil Code and other recodification acts have been in effect for six months now. What’s your assessment so far?

The fact that there appears to be interest in taking advantage of the new possibilities provided by these acts is positive. At the same time, interpretation problems do exist and answers to queries about how to proceed in a certain case can sometimes be ambiguous. Definitive interpretations will be delivered by courts.

Which features are drawing the biggest interest in practice?

In my experience, clients are being rather conservative. On the other hand, interest in simplifying certain matters, for example, a company’s statutes, is clearly evident. Some clients are also making use of the fact that a company’s bodies in a two-tier corporate governance system no longer need to have three members,. Minor joint-stock companies are interested in per rollam decisions instead of general meetings and in the possibility to allow a general meeting to take place even though the rules for convening the meeting were not followed.

In your opinion, what are the most pressing interpretation problems brought by the Corporations Act?

Ambiguous opinions concerning the admissibility of concurrent positions, lack of clarity in whether a company’s statutes allow employees the right to elect and dismiss a part of the members of the supervisory board etc. The proper way to become a member of a corporate group on the company’s website, which can bring certain advantages, is also not yet quite clear. Moreover, there is uncertainty as regards which general meeting decisions need to be prepared in the form of a notarial record. But I believe that many of these issues will be clarified as quickly as possible, either by interpretation or through amendments.

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