Thursday, February 18, 2021
The amendment of the Commercial Companies Code (hereinafter “CCC”) to introduce holding law has already been discussed in our material Commercial Law Revolution in Poland – New Holding Law and Enhanced Corporate Oversight Mechanisms. However, as a continuation of this topic, we would like to touch upon one of its elements – the introduction into Polish commercial law of the measure of business judgment called “Business Judgement Rule” in assessing the actions of members of companies’ bodies.
Ratio Legis
for Proposed Regulation
The draft amendment to the Polish CCC, developed by the Commission for Corporate Governance Reform appointed by the Minister of State Assets, has recently become a hotly debated issue in Poland. The draft amendment of 20 July 2020 introduces significant changes to Polish corporate law, with far-reaching consequences both in legal and business terms, for corporate entities operating on the market. It features nascent holding law as a response to the changing economic and business reality and constant transformations of business operations. Currently, Poland is one of the fastest developing countries in the EU and the economic leader among the CEE countries. What is more, Poland is becoming a place of choice for foreign investors pursuing business ventures with a global reach. The World Bank, in its global ranking “Doing Business”, sees Poland as having favourable, business-oriented legislation. However, in the wake of very dynamic changes accompanying the economy and the business environment, a change in the Polish commercial law has been proposed to regulate the relationships among groups of companies, thus heralding the new holding law. The proposal features, among others, the adoption of the Business Judgment Rule, indicated in Article 21(12) § 3 of the draft.