Europe: company law and corporate social responsibility

The European Commission has recently published a study - commissioned by the Policy Department for Citizen's Rights and Constitutional Affairs - that provides an overview of national CSR policies and legislation within several Member States (France, Germany, Italy, the Netherlands, Poland and Spain) with a particular focus on due diligence. The study - available on the European Parliament's Think Tank (contract, commercial and corporate law) - can be downloaded directly here (pdf).

EU: TFEU articles 49 and 54 and the transfer of a company's registered office

The Court of Justice of the European Union gave judgment at the end of last month in Polbud v Wykonawstwo sp. z o.o.  (Case C‑106/16). A summary of the decision is available here (pdf). To quote directly from the judgment:

Articles 49 and 54 [of the Treaty on the Functioning of the European Union, on the right of establishment] must be interpreted as precluding legislation of a Member State which provides that the transfer of the registered office of a company incorporated under the law of one Member State to the territory of another Member State, for the purposes of its conversion into a company incorporated under the law of the latter Member State, in accordance with the conditions imposed by the legislation of that Member State, is subject to the liquidation of the first company".

Poland: Warsaw Stock Exchange publishes new corporate governance code

A new corporate governance code - titled 'Best Practice of GPW Listed Companies 2016' - has been published by the Warsaw Stock Exchange (GPW) and comes into force on 1 January 2016. A copy of the code is available here (pdf) and further information is available here.

Europe: the harmonisation of insolvency law

INSOL Europe recently published a report titled Harmonisation of Insolvency Law at EU Law Level: see here (pdf). The report outlines differences between national insolvency laws which create difficulties for companies having cross-border activities or ownership within the EU and identifies areas where harmonisation would be desirable. The report also considers the extent to which the harmonisation of insolvency law could facilitate further harmonisation of company law.

The report contains surveys of the insolvency regimes in the UK, Poland, France, Germany, Spain, Italy and Sweden. References are also made to the law in Belgium and the Netherlands.

Poland: WSE Code of Best Practice for Listed Companies - new edition published

The Warsaw Stock Exchange has published a revised edition of its Code of Best Practice for Listed Companies: see here (pdf). The revised Code comes into force on 1 July 2010. A summary of the revisions is available here (pdf) and further background information is available here. The amendments to the code concern, amongst other things, gender diversity at board level, remuneration policy and electronic communication.

Poland: European Commission refers Poland to the ECJ

The European Commission has referred Poland to the European Court of Justice because, in the Commission's view, the Polish Act on Special Powers of the Treasury and their Exercise in Companies of Special Importance for Public Order or Public Security (and two implementing ordinances) is contrary to the principle of free movement of capital and freedom of establishment under the EC Treaty. 

The Act grants the State special rights - including a right of veto in respect of important management decisions - in thirteen Polish companies in the copper ore mining, media/audiovisual, railway infrastructure, electricity, gas and petroleum, motor spirits and diesel oil sectors.  Further information is available here. 

The protection of minority shareholders in listed companies

The Technical Committee of the International Organization of Securities Commissions established a corporate governance task force in 2005. In 2007 the task force published a report titled Board Independence of Listed Companies. A further report - Protection of Minority Shareholders in Listed Issuers - was published last week and summarises information gathered by the task force concerning the rules designed to protect minority shareholders in eighteen jurisdictions.

The report provides a useful starting point for research but its limitations must be noted: the Task Force did not explicitly require respondents to assess or comment on how the rules were implemented or applied in practice. The eighteen jurisdictions included are: Australia, Brazil, Canada, Germany, Hong Kong, Israel, Italy, Japan, Mexico, the Netherlands, Poland, Portugal, Spain, Switzerland, Thailand, Turkey, the United Kingdom and the United States of America.