The Possibilities for and Barriers to Sustainable Companies in Polish Company Law
49 Pages Posted: 11 Oct 2012 Last revised: 7 Nov 2013
Date Written: October 9, 2012
This article was drawn up as a part of University of Oslo 'Sustainable Companies' Project. It presents selected issues related to Corporate Social Responsibility and Sustainable Development principles in Polish company law. The first part briefly presents the relations between the free-market economy, climate change and company law from both economic and legal perspective. It also delivers a systematic overview of the legal foundations of Polish business associations – types of available forms of partnerships and companies along with their characteristics and economic significance. The second part is dedicated specifically to corporations. Firstly it covers topics such as the purpose of the company and the company’s interest. The article presents main doctrinal approaches by Polish legal scholarship to the notion of company’s interest – the shareholder and stakeholder value theories and their reception in the academia and by the judiciary. The second part also covers issues concerning the governance of corporation – the system of company organs, their competencies, as well as duties and responsibilities of company officers. The third part focuses on financial reporting and information disclosure. It also covers the Warsaw Stock Exchanges Best Practices Code and regulations concerning compliance reporting (comply or explain). The third part also presents the Polish CSR index – the Warsaw Stock Exchange RESPECT Index. The fourth part touches upon main principles of Polish civil, criminal and administrative liability. It also discusses particular regulations referring to civil liability in environmental law. The fifth part presents some of the other incentives and barriers to sustainable companies in Poland. It delivers some critique of the current Warsaw Stock Exchange Best Practices Code. Parts six and seven present issues concerning groups of companies in Poland. As there is no codified system of group law in Polish legal system those parts focus mainly on the concept of piercing the corporate veil in Poland.
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