Author: ts_pm

During meetings of shareholders of a limited liability company (sp. z o.o.), a minority shareholder must take into account that he will be voted down by those who hold the majority of shares. Does this mean that he has no chance to prevent adopting resolutions that are unfavorable to him?

If such resolutions are harmful to the minority shareholder and are contrary to accepted principles of morality, and also affect interests of a company, then he may quash them in court. This happened in the case of a dispute which was decided by the Court of Appeal in Warsaw in its judgment of 4 July 2018 (reference number VIIAGa 1395/18). The meetings of shareholders each year adopted a resolution on the transfer of profits to the reserve capital of the company. Shareholders also determined remuneration for members of the management board, being the majority shareholders in the company. The minority shareholder appealed against these resolutions. The Court ruled that the shareholders may decide to allocate the profits to the reserve capital of the company and determine whether the company's profit will be invested or paid to the shareholders. Such a resolution does not require unanimity of shareholders, unless the articles of association provide otherwise. It is also permissible for shareholders to determine remuneration for members of the management board, unless the articles of association provide otherwise. However, the resolutions appealed against had to be assessed jointly. Their aim was to exclude the payment of dividends to shareholders and thus to deprive them of their share in profits. In addition, they provided the two shareholders who are also members of the board with remuneration for which a significant part of the company's profit was allocated. Therefore, they led to the payment of the company's profit to two majority shareholders in the form of remuneration for performing functions in the management board. This solution was harmful to the minority shareholders who were not members of this body. They did not participate in profit either as shareholders or as board members. According to the Court, the company acted against the accepted principles of morality. The two majority shareholders used their position to adopt resolutions in the first place favorable to themselves. In this way, they shared a significant part of the profits solely among themselves.

The article was published in Dziennik Gazeta Prawna on 19 March 2019.

We are happy to announce that as of 1 January 2019, Urszula Darkowska, attorney-at-law, and Jacek Olma, attorney-at-law, joined the group of GWW Legal partners.

Urszula and Jacek were promoted from the position of a junior partner, which they took at the beginning of 2018. Expanding the group of partners and granting the status of a junior partner to associates collaborating for many years with GWW Legal is the effect of the Integrated System of Evaluation and Promotion that has been implemented in GWW structures for over four years, which aims at rewarding and promoting the best associates GWW. Profiles of the new partners are briefly presented below.

Urszula Darkowska is a legal counsel specializing in conducting court proceedings in civil and commercial cases. She represents clients of the law firm from the telecommunications, railway and energy industries in complex court and arbitration disputes related to their activities. She is also involved in litigation regarding copyright infringements, including providing consultancy to clients in disputes with collecting societies. Urszula Darkowska has been cooperating with GWW since 2006, being member of the Litigation Department since 2006, and since 2016 she has been managing the GWW litigation practice in Warsaw.

Jacek Olma is a legal counsel professionally involved in resolving disputes – in particular in court but also with alternative dispute resolution methods. One of the most interesting projects he was in charge of was the pursuit of claims related to defective nationalization, including compensation and settlement of receivables due to the use of real estate. The case ended with success and satisfaction of clients. He has been cooperating with GWW since 2009.

We would like to congratulate them and wish them fulfillment in their new role, as well as further successes in professional careers.

The amendment to Industrial Property Law awaiting President's signature significantly extends the catalog of trademarks. They provide that, for example, sound may be a trademark.

– The wording of amended regulation departs from the need to present the trademark in a graphic manner (…).

Our experts: Katarzyna Sas, lawyer, patent attorney, and Michał Tuszyński, attorney, trainee patent attorney write about the planned amendment and the issue of registration of a trademark in the form of sound.

 

The article was published in Pulscie Biznesu on 11.03.2019.

The article is available at the following link: https://www.pb.pl/nowa-definicja-dzwiek-jako-znak-towarowy-955525 

In the current edition of the 2019 Chambers Europe ranking, GWW was singled out as a "recommended firm" in areas:

• TMT
  (Band 3)
• TAX
  (Band 4)
  Clients are particularly fond of the lawyers’ reliability and creative thinking: "They always find the right solutions for the issues entrusted to them. The team is characterised by its innovative approach."
  "Interviewees also say that the team is "proactive and on top of developments."

The title of "recommended lawyer" was awarded to:

• Wacław Knopkiewicz – TMT
  (Band 4)  
• Andrzej Ladziński  – TAX Consultants 
  (Up and Coming)
  "approachability and knowledge."

 

The Chambers Europe listing is prepared by Chambers and Partners, an independent firm analyzing the legal services market worldwide. Titles are granted on the basis of recommendations obtained directly from clients and other lawyers.

More: https://chambers.com/guide/europe?publicationTypeId=7 

The government is planning an amendment regarding unpermitted buildings. Illegal buildings are to become legal, which will allow them to be renovated or sold. What would the abolition look like? We invite you to watch the Biznes dla ludzi program, where Joanna Sebzda-Załuska, attorney, was a guest.

Statement from minute 06:15: https://tvn24bis.pl/biznes-dla-ludzi,106,m/biznes-dla-ludzi-samowola-budowlana-do-legalizacji,915952.html

With the beginning of 2018, the system of fees for water services has changed significantly. Over a year's practice showed numerous interpretative problems and led to the presentation of different viewpoints. Doubts arise, inter alia, from the obligation to pay a fixed fee in the situation of non-availability of infrastructure enabling the exercise of rights resulting from the permits held. We invite you to read the article by Marta Banasiak in Przegląd Komunalny.

Article available at: Opłaty za usługi wodne

Environmental Protection Law provides for situations in which the sanctioning process may be carried out in two stages, and each stage would end with a separate administrative decision. In such cases, we deal with so-called current fines, which are imposed from the moment of discovering violation until it ceases. The mechanism of current fines is worth knowing, which Marta Banasiak describes in the article for Sozosfera.pl. Knowledge of this mechanism will help avoiding surprise associated with limited possibilities of questioning the final amount of so determined sanction.

Article available at: https://sozosfera.pl/prawo/sankcje-w-ochronie-srodowiska-jedna-kara-dwie-decyzje/ 

It happens that resolutions impose additional responsibilities on shareholders that are not provided for by law or provisions of the articles of association. Do all shareholders concerned need to agree to such a resolution? Marcin Borkowski, PhD, elaborates on this issue on the example of the ruling of the Supreme Court of 18 April 2018.

We are pleased to announce that the GWW team led by Michał Sękowski, attorney, and Agnieszka Zaborowska, attorney, in cooperation with Mr. Siedlecki and Ms. Paulina Sawicka, attorneys from Siedlecki Law Office, succeeded again before the Regional Court for Warszawa-Praga.

The Court dismissed the complaint against the decision of the National Board of Appeal, considering that PKP Polskie Linie Kolejowe had a legal basis to cancel the procedure in a situation where the continuation of the procedure for supply of dynamic passenger information system and video monitoring system ceased to be in the public interest.

Is a direct payment of remuneration to a subcontractor an obligation or an entitlement of the contracting authority? Can the placement of the disputed amount to the court deposit be considered a direct payment?

Marta Lipińska answers these and other questions in the latest article in the Przetargi Publiczne monthly.

Link to the article: http://www.przetargipubliczne.pl/archiwum/art,8408,bezposrednia-zaplata-na-rzecz-podwykonawcow.html