Company Law in Poland: Between Autonomous Development and Legal Transplants
[in:] Ch. Jessel-Holst, R. Kulms, A. Trunk (ed.), Private Law in Eastern Europe, Tubingen 2010, p. 445-494
49 Pages Posted: 5 Dec 2017
Date Written: 2010
The article attempts to analyze the origin of contemporary company law in Poland and to identify the actual driving forces of regulatory change over the last 20 years. The essay starts with identifying path-dependence issues and describes the overall cultural, economic and institutional setting in which the company law and legal practice must be seen. The pivotal part consists of study of foreign inspirations and legal transplants found in Polish company law today, including case-studies of successful and unsuccessful legal borrowing. It then turns to outlining the Polish company law and to analyzing the Polish corporate governance system. In the course of the analysis particular attention is paid to the identification of gaps between “law on books” and “law in action”, especially with regard to these legal institutions and legal provisions which bear prima facie resemblance to their German or other foreign prototypes, while revealing more or less significant differences upon closer. Summary and outlook conclude the study.
Keywords: legal transplants, legal borrowing, Polish company law, Europeanisation of company law, company law reform, CEE business law, German legal family
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