A recent Rzeszow Appellate Court ruling has confirmed that a European account preservation order (EAPO) can be issued by a state court to secure claims which have been submitted by the parties to arbitration. The case concerned a request for arbitration following a lack of fulfilment of contractual obligations. The request was followed by a petition to a regional court requesting that an EAPO be issued against the respondent in the pending arbitration.
The Code of Commercial Companies provides that the supervisory board of a limited liability company cannot give binding instructions regarding the management of the company's affairs to its managers. As there is no similar explicit provision prohibiting a shareholders' meeting from issuing such instructions, the question arises as to whether this was an intentional omission by the legislature and whether managers of limited liability companies must follow instructions given by shareholders.
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.
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.