Commentary to the Polish Companies Code – new edition ! 

We are happy to announce that “The Polish Commercial Companies and Partnership Code”. Merger, demerger, and transformation of companies. Commentary”, a key reference for corporate lawyers, is now in its second edition. The original text has been updated to take into account the statutory amendments in force as of 15 September 2023 and their implications, […]

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Commentary to the Polish Commercial Companies and Partnerships Code

Krzysztof Jasiński is a coauthor “The Commercial Companies and Partnerships Code. Mergers, De-Mergers and Transformation of Companies. Commentary”, published by Wolters Kluwer in 2018. This book presents a detailed treatment of corporate mergers, demergers and transformations (in various variants – by management, by owners and before the courts) as regulated by the Code. Especial attention is devoted […]

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Model deed of incorporation of a limited liability company with in-depth commentary by GESSEL professionals

Krzysztof Jasiński is a coauthor of the “Deed of incorporation of a limited liability company”, published by Wolters Kluwer in 2020.   In this book, GESSEL lawyers present an agreement establishing a limited liability company and pick apart its individual provisions for the benefit of the reader, dwelling briefly on the theoretical aspects (as presented in Polish […]

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Adjourning a session of a general meeting of a limited liability company

Radca Prawny. Zeszyty Naukowe 3(8)/2016 Krzysztof Jasiński   The article refers to the adjournment of a general meeting of a limited liability company matter. The writers analyse joint stock company’s regulations of the Polish Code of Commercial Partnerships and Companies and apply them to the limited liability company’s position. They characterise deed of association of a […]

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Cross-border Conversion of a Company or Partnership

Europejski Przegląd Sądowy 11/2019 Krzysztof Jasiński The paper relates to the issue of cross-border conversion of a company or partnership from an EU Member State of origin to another Member State, which is controversial in the European legal literature. This author analyses the concept o f cross-border conversion comparing it with cross-border transfer of registered […]

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Transformation as a mean to mitigate the risk connected with the title to shares

Radca Prawny. Zeszyty Naukowe 2/2018 Krzysztof Jasiński The article addresses the issue of conversion and its implications for shareholders in transformed companies, in particular whether the risk of defective acquisition or the taking up of shares in a transformed company is eliminated or limited as a result of the transformation and issuance to the shareholder […]

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De lege ferenda remarks regarding limited liability company

This paper refers to some new regulations introduced to the Polish legal system in connection with amendments to the Polish Code of Commercial Partnerships and Companies with respect to simple joint stock company. The author underlines that it would be reasonable to use already developed solutions not only with respect to simple joint stock company, […]

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Indemnification of public-law liabilities in contracts under Polish law

Przegląd Prawa Handlowego 7/2018 Krzysztof Jasiński The paper considers the issue of undertaking to indemnify against public-law liabilities under Polish law. It encompasses the analysis of sources of indemnification clauses in Polish law and the grounds for their application, with reference to their common law’s provenance and position in the Polish contractual relationships. The analysis […]

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Commentary to the Polish Supreme Court judgement of 20 December 2017 (case ref I CSK 160/17)

Radca Prawny. Zeszyty naukowe nr 16 Krzysztof Jasiński This paper constitutes a commentary to the Polish Supreme Court’s ruling dated December 20, 2017, in which the possibility to commence a proceeding for establishment of non-existence of a general meeting’s resolution has been confirmed. The author agrees with the Supreme Court ruling, as supporting the view […]

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Gloss on the judgment of the Supreme Court of 3 June 2015, court file No. VCSK 592/14 (On the concept of negative resolutions)

Radca Prawny. Zeszyty Naukowe 2/2016 Krzysztof Jasiński This commentary is a critique of the concept of so-called negative resolutions of shareholders of companies adopted by the Supreme Court. The authors examine issues associated with the existence of the aforementioned resolutions and the grounds for distinguishing them in the legal doctrine, as well as the possible […]

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Withdrawal from an agreement on transfer of all rights and obligations in a partnership

Przegląd Sądowy Nr 6/2016 Krzysztof Jasiński The article covers the issue of withdrawal from an agreement on transfer of all rights and obligations in a partnership and its implications both for the parties thereto and third parties. The writer analyses the legal frameworks of the right of withdrawal, in particular regarding the polish civil code regulations, […]

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GESSEL Add New Practice Area Mergers and Acquisitions to their IR Global Membership

GESSEL, our exclusive Private Equity & Venture Capital Member in Poland, are pleased to announce the addition of Mergers and Acquisitions to their IR Global membership. This new position adds further strength to their membership and offers support for fellow members in the area. If you have a requirement in this area, please get in touch […]

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