To Whom Polish Directors Owe Their Duties – Between Shareholder Primacy and Political Agenda

Forthcoming in European Business Law Review

28 Pages Posted: 9 Aug 2022

See all articles by Katarzyna Chalaczkiewicz- Ladna

Katarzyna Chalaczkiewicz- Ladna

University of Glasgow

Tomasz Sojka

Adam Mickiewicz University

Jedrzej Jerzmanowski

Adam Mickiewicz University - Faculty of Law and Administration

Date Written: June 8, 2022

Abstract

Poland is traditionally portrayed as a shareholder primacy jurisdiction – the legislation is silent on this, but it is confirmed by the Polish legal academia and the case law. Interestingly, the focus on shareholder value in Poland is not “transplanted” from the common law jurisdictions, but it is rather derived from the liberal model of the economic transformation that started in 1989 and crucially, the traditionally concentrated share ownership structure. Furthermore, in Poland, just like in the other former Eastern Bloc countries, companies that are fully or partially state-owned are still influential. The interest of such companies is in practice defined in a specific way, as apart from the projects that pay off economically, they have often engaged in ventures that bring rather political than economic gains.

The aim of this article is to scrutinise the extent to which the perception of Poland as a shareholder primacy jurisdiction still stands; especially, in the context of recent sustainability-focused initiatives at the national and European level. This piece also suggests reform proposals as to how the current law on the corporate objective could be improved. This study concentrates on the public companies with shares listed on the Warsaw Stock Exchange, including the state-owned enterprises.

Keywords: Directors’ duties; corporate objective; shareholder primacy; stakeholder value; company law in Eastern Europe; state-owned enterprises; sustainability; ESG; CSR; concentrated share ownership

JEL Classification: K

Suggested Citation

Chalaczkiewicz- Ladna, Katarzyna and Sojka, Tomasz and Jerzmanowski, Jedrzej, To Whom Polish Directors Owe Their Duties – Between Shareholder Primacy and Political Agenda (June 8, 2022). Forthcoming in European Business Law Review, Available at SSRN: https://ssrn.com/abstract=4179660 or http://dx.doi.org/10.2139/ssrn.4179660

Katarzyna Chalaczkiewicz- Ladna (Contact Author)

University of Glasgow ( email )

Stair Building
5 - 8 The Square
Glasgow, Scotland G12 8QQ
United Kingdom

Tomasz Sojka

Adam Mickiewicz University ( email )

Wieniawskiego 1
Poznan, 61-712
Poland

Jedrzej Jerzmanowski

Adam Mickiewicz University - Faculty of Law and Administration

Poland

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