Latest updates

Have we already concluded an agreement?
  • Company & Commercial
  • Poland
  • November 06 2017

Parties that negotiate a contract for sale when they are based in different countries are not always aware of the legal nature of their negotiations and the possible legal consequences. As such, it is advisable that parties choose the law applicable to the contract being negotiated and the negotiations themselves as soon as discussions begin. In the event of a dispute, this will enable them to avoid the potential risk of the courts finding that the contract in question has already been concluded.

Supreme Court decides that employers can demand information on employees' additional work activities
Sołtysiński Kawecki & Szlęzak
  • Employment & Benefits
  • Poland
  • October 25 2017

The Supreme Court recently ruled that an employer can demand that an employee inform it of any additional activities that he or she undertakes during the employment period. If the employee fails to do so, this can justify his or her employment contract being terminated upon notice. The judgment confirms the court's existing position in this regard. However, the court's second conclusion concerning data protection is new and may raise doubts regarding its compliance with the Labour Code.

Can Polish patents be limited in invalidity proceedings?
Sołtysiński Kawecki & Szlęzak
  • Intellectual Property
  • Poland
  • October 23 2017

There is a need for Polish patent law to provide for an explicit procedure that allows for the amendment of patent claims during invalidity proceedings. Although two theoretical options exist, the lack of well-established case law means that their viability remains uncertain. However, it is hoped that the admissibility of these options will be assessed by the Patent Office and the courts in the near future, as patent holders have become more interested in exploiting less obvious means of defending their patents.

Competition authority adopts new approach to gathering electronic evidence during dawn raids
Schoenherr Attorneys at Law
  • Competition & Antitrust
  • Poland
  • October 12 2017

The Warsaw Court of Competition and Consumer Protection recently delivered a significant judgment regarding the collection of electronic evidence during unannounced inspections conducted by the Office for Competition and Consumer Protection. As a result, documents stored on hard drives and emails of managers and employees must now be reviewed by officials on the inspected company's premises.

Shareholder activism in Poland – an overview
Kubas Kos Gałkowski
  • Corporate Finance/M&A
  • Poland
  • October 04 2017

Shareholder activism has grown in popularity in recent decades due to leading law firms specialising in the implementation of available shareholder activism strategies, and the role of hedge funds and related services constitutes a significant niche in the legal services market. Under Polish legislation, various forms of shareholder activism can be applied.

Agent claiming commission for football transfer caught offside
Kubas Kos Gałkowski
  • Arbitration & ADR
  • Poland
  • September 28 2017

A recent Supreme Court case found that an arbitral tribunal did not violate public policy by reducing an agent's claim for commission against a football club. In addition to setting a precedent in the field of sports law, the decision is important for arbitration practitioners as it confirms that intervention in the arbitral process on the grounds of public policy is limited to the most severe violations of Polish law.

Protection of shareholders against unfavourable share exchange rate in capital companies merger process
Kubas Kos Gałkowski
  • Corporate Finance/M&A
  • Poland
  • August 23 2017

By assumption, the process of merging capital companies is advantageous from the point of view of the merging companies and their shareholders. However, sometimes a shareholder may receive fewer shares in the acquiring company than he or she should have. In such a context, the question that arises is whether the protection of shareholders' interests against an unfavourable share exchange rate is possible under Polish law and, if so, how it can be accomplished.

Reform of justice system may result in controversial changes to protection software
Sołtysiński Kawecki & Szlęzak
  • Intellectual Property
  • Poland
  • August 14 2017

The legislature recently adopted changes that could be of major importance for entities that provide IT systems to the courts and judicial authorities. According to the Act amending the Act on the Common Court System, the minister of justice will acquire the right to decide unilaterally whether judicial authorities can use software if an important state or justice interest requires an efficiency of performance or continuity of operation and an agreement with a copyright holder is troublesome.

OnDemand Three's a crowd? Third-party arbitration funding
Kubas Kos Gałkowski
  • Poland
  • August 10 2017

Third-party arbitration funding has not yet become popular in Poland, but its growing importance in the field of international arbitral practice means that it is gradually entering the Polish market. In particular, foreign sponsors are willing to cover a party's legal fees and expenses incurred in arbitration, as the Polish market is still developing and such investment is needed.

Supreme Court confirms that agent's email authorisation is necessary to enter into arbitration agreement
Kubas Kos Gałkowski
  • Arbitration & ADR
  • Poland
  • July 13 2017

International contracts are often concluded via email. This practice requires a more liberal approach to the form of arbitration agreements under the New York Convention. However, the convention is silent on the form in which an agent's authorisation (ie, power of attorney) to enter into an arbitration agreement must be made. A recent Supreme Court decision confirms that under Polish law, such authorisation is required and should be made in an equal manner to that required to conclude the agreement itself.

Non-disclosure agreements: an effective tool during negotiations
Kubas Kos Gałkowski
  • Corporate Finance/M&A
  • Poland
  • July 12 2017

To a large extent, the security and success of a transaction depends on the correct execution of the process preceding its finalisation. At the pre-contractual stage, a non-disclosure agreement (NDA) is the first agreement that regulates the mutual relationships of the parties involved in the negotiations. Concluding an NDA in Poland is of substantial significance as, in the case of a violation, it enables a party to seek damages to the fullest extent possible.

Changes to employment of temporary workers introduced
Sołtysiński Kawecki & Szlęzak
  • Employment & Benefits
  • Poland
  • July 05 2017

The Act Amending the Act on the Employment of Temporary Workers and Certain Other Acts recently entered into force. It introduces important changes and limitations concerning temporary work and aims to improve the temporary work market and counteract abusive practices. The amendment concerns all employers that hire temporary workers.

Parliament adopts Act on Private Enforcement of Competition Law
Schoenherr Attorneys at Law
  • Competition & Antitrust
  • Poland
  • June 15 2017

Parliament recently adopted the Act on Private Enforcement of Competition Law, which transposes the EU Antitrust Damages Directive into Polish law. The act aims to enhance the enforcement of the payment of compensation by companies that have infringed competition rules. The introduction of legal presumptions shifting the burden of proof onto the infringer and specific rules on the disclosure of evidence are steps in this direction.

Limitations on challenging resolutions at shareholder meetings for company mergers
Kubas Kos Gałkowski
  • Corporate Finance/M&A
  • Poland
  • June 14 2017

The company merger procedure is regulated by the Commercial Companies Code, which provides for the adoption of shareholder resolutions during company mergers. Similar to other shareholder resolutions during general meetings, the resolution may be challenged according to the principles set out in the code. However, certain exceptions to the general principles apply.

Calculating amount of benefits unlawfully obtained from trademark infringement
Sołtysiński Kawecki & Szlęzak
  • Intellectual Property
  • Poland
  • May 29 2017

Under the Industrial Property Law, a rights holder may demand that an infringer surrender any benefits obtained unlawfully by way of trademark infringement. In practice, calculating the amount of profits can be challenging. While the amount of profits should be calculated on a case-by-case basis, there are some general principles that should be considered.

OnDemand Competition and antitrust in the digital age
Schoenherr Attorneys at Law
  • Poland
  • May 11 2017

The fact that more goods than ever are now traded online has meant that the Office for Competition and Consumer Protection has in recent years examined a number of cases regarding online distribution. However, the number of cases regarding the e-commerce sector which have ended with a formal decision has been limited and there have been no high-profile cases.

Share purchase agreement forms for share transfers concluded in another state
Kubas Kos Gałkowski
  • Corporate Finance/M&A
  • Poland
  • May 03 2017

Under Article 180 of the Commercial Companies Code, the effective transfer of share ownership requires a transfer ownership agreement to be concluded in writing with a signature certified by a notary. However, not all legal regulations in force in EU member states require adherence to a special form. The question that therefore arises is whether adhering to a less restrictive form will suffice for the effective transfer of the legal title in the shares being disposed of.

Unfair arbitration clause declared invalid
Kubas Kos Gałkowski
  • Arbitration & ADR
  • Poland
  • April 27 2017

Mass contracts are usually drafted favourably only for the stronger party in the contractual relationship. This particularly pertains to dispute resolution (eg, its method or place). The Supreme Court recently ruled strongly in favour of the weaker parties in a contract and found that an arbitration clause in the contract between a Polish franchisee and a Dutch franchisor that opted for New York as the place of arbitration was invalid, as it was grossly unfair to the Polish party.

Supreme Court judgment on concluding employment agreement with pregnant woman
Sołtysiński Kawecki & Szlęzak
  • Employment & Benefits
  • Poland
  • April 19 2017

In a recent judgment concerning an employment agreement concluded with a pregnant woman, the Supreme Court stated that the actual and real performance of an employment relationship is decisive for determining whether the parties actually concluded an employment contract. Entitling a document 'employment agreement' and having it signed by the parties does not determine its legal status – rather, it is crucial that work is performed on the basis provided for in the employment contract.

Is doctrine of equivalents accepted by Polish courts?
Sołtysiński Kawecki & Szlęzak
  • Intellectual Property
  • Poland
  • March 20 2017

The Industrial Property Law does not explicitly mention the possibility of assessing patent infringement under the doctrine of equivalents. However, the doctrine seems to be gaining support among legal commentators and judges. The admissibility of the doctrine of equivalents in Poland has long been the subject of lively discussion, which may soon be concluded with definite answers.