(in Polish) International Company Law and Mergers and Acquisitions (M&A) 2200-1PS006-ERA

The lecture covers the following topics:
1. The concept of international and EU company law
1. Core concepts.
2. The sources of regulation.
3. Supranational company types established by EU legislation.
2. The conflict-of-law rules for companies
1. The laws governing determination of the applicable law for companies.
2. The provisions of the Private international law, e.g. the Polish Act of 4 February 2011 on Private International Law.
3. The impact of EU law on determining the personal statute of companies.
3. The laws governing companies’ exercise of the freedom of establishment and the free movement of capital within the European Union
1. Interpretation of the provisions of the Treaty on the Functioning of the EU.
2. The case law of the Court of Justice of the EU.
3. Secondary EU legislation:
a. harmonized rules on the cross-border transfer of seat.
b. mergers, and divisions of companies).
4. Core concepts of Corporate Governance
1. The evolution of corporate governance and company law.
2. Models of corporate governance.
3. The notions of “external” and “internal” corporate governance.
4. The role and significance of corporate governance within the company law framework.
5. The role and significance of corporate governance within the capital markets law system.
6. The role and significance of corporate governance in the practical functioning of companies – empirical data.
5. Comparative Corporate Governance
1. The scholarship o. comparative corporate governance.
2. Models of corporate governance:
a. Anglo-Saxon (UK, USA): shareholders as the main stakeholders.
b. Continental (Germany, France): employee participation in corporate management.
c. Hybrid (Japan, Nordic countries).
3. Key differences and their impact on corporate management and supervision.
6. Corporate Governance in Company Law
1. “Internal” corporate governance:
a. Management Board – governance principles.
b. Supervisory Board – governance principles.
c. General Meeting – governance principles.
d. Stakeholders, creditors, and relations with the company’s environment.
2. “External” corporate governance:
a. Mergers and acquisitions.
b. Disclosure obligations of joint-stock companies.
c. Corporate reporting obligations.
3. Case studies of corporate governance breaches in Poland and abroad.
7. Corporate Governance in Public Companies
1. Public vs. private companies.
2. Specific corporate governance issues in public companies.
3. The role of EU law in shaping corporate governance rules in public companies – between public and private law.
4. Remuneration of boards of directors, supervisory boards, and senior management in banks.
5. The role of the Warsaw Stock Exchange in shaping and ensuring corporate governance compliance among public companies.
6. The role of the European Securities and Markets Authority (ESMA) in the oversight of corporate governance.
8. Corporate Governance in Banks and other Financial Institutions
1. The concept of financial institutions.
2. Corporate governance in banks.
3. Specific corporate governance issues in financial institutions.
4. The role of EU law in shaping corporate governance in financial institutions – between public and private law.
5. Conduct of business and firm governance/organization rules in MiFID II as an example of the new dimension of governance in financial institutions.
6. Remuneration of boards of directors, supervisory boards, and senior management in banks.
7. The role of the Polish Financial Supervision Authority (KNF) in shaping and supervising corporate governance in regulated entities.
8. The role of the European Banking Authority (EBA) in the supervision of corporate governance.
9. Challenges of Contemporary Corporate Governance
1. (Re)defining the concept of the company’s interest – “the hottest public policy issues of corporate law.”
2. ESG (Environmental, Social, Governance) as a new dimension of corporate governance – reform, revolution, questions, and challenges.
3. New technologies and corporate governance:
a. The impact of new technologies on the structure of internal and external corporate governance.
b. Artificial intelligence and the challenges for company law and governance.
c. The impact of blockchain technology (Distributed Ledger), Decentralized Finance, and disintermediation on corporate governance.
10. Core concept of the M&As and Split-ups
1. Basic concepts: types of transactions (mergers, acquisitions, joint ventures).
2. Legal foundations and regulatory frameworks in Poland and the EU.
3. Sources of law governing M&A transactions in Poland:
a. Commercial Companies Code (KSH),
b. Sector-specific regulations (e.g. banking law, energy law),
c. Competition and consumer protection law (mentioned briefly).
4. European regulations on M&A transactions.
5. Selected foreign legal systems (e.g. USA).
11. Legal Structures of M&A Transactions
1. Differences between merger, acquisition, and company division.
2. Horizontal, vertical, and conglomerate mergers.
3. Forms of acquisitions:
a. Share purchase,
b. Asset purchase,
4. Friendly and hostile takeovers.
12. M&A Transaction Process
1. Transaction stages: from strategy to closing.
2. Legal due diligence:
a. Scope and purpose of legal analysis,
b. Methods of documenting and reporting due diligence findings.
3. Key transaction documents:
a. Non-Disclosure Agreement (NDA): protection of confidential information,
b. Letter of Intent (LOI): parties’ intentions and negotiation basis,
c. Share Purchase Agreement (SPA):
i. Key elements of the share purchase agreement,
ii. Protective clauses: representations & warranties, indemnities,
iii. Payment terms and earn-out mechanisms,
d. Shareholders’ Agreement (SHA): post-transaction arrangements,
e. Closing documentation,
f. Legal post-merger integration.
13. Protection of Shareholders and Parties’ Interests
1. Minority shareholders’ rights in the context of takeovers.
2. Protective procedures in squeeze-outs and sell-outs.
3. Conflicts of interest and directors’ duties towards the company and shareholders.
4. Corporate governance issues.
14. Sector-Specific Aspects of M&A Transactions
1. Transactions involving public companies:
a. WSE (Warsaw Stock Exchange) requirements,
b. Tender offers,
c. MAR and disclosure obligations.
2. Special regulations for financial, energy, and tech sectors.
3. Transactions involving foreign investors: FDI (Foreign Direct Investment) restrictions.
15. Practical Perspective
1. Roles and responsibilities of transaction parties: investors, advisors, regulators.
2. Case studies: analysis of domestic and international transactions.