Column

Remco van der Kroft

Advocaat (Dutch licensed lawyer) and partner of Olczak-Klimek Van der Kroft Węgiełek

remco.vanderkroft@okwlaw.com

“Cucumber time” and the simplified joint stock company

For a while, it looked like the war in Ukraine would make the EU forget about the rule of law in Poland. On 1 June, the European Commission gave a positive assessment of Poland's recovery and resilience plan.

Poland's plan allocates 42.7% of the EU funds it will receive to measures that support climate objectives, thus increasing the share of renewable energy in Poland’s energy mix. It includes substantial funding for offshore wind energy plants, as well as key changes to the regulatory framework facilitating the construction of offshore and onshore wind farms. With the NPCC recently hosting a Dutch business mission focused on offshore wind energy, it would appear that Poland’s ambitious plans in this field may indeed create some interesting business opportunities.

The Polish government trumpeted its success in having the Commission approve its recovery and resilience plan, but conveniently forgot about the conditions that have to be met. The Disciplinary Chamber of the Supreme Court will have to be replaced by a court that complies with the requirements of EU law in line with the case law of the European Court of Justice (ECJ), i.e. one that is independent, impartial, and established by law. Poland has to make sure that judges can never be “subject to disciplinary liability for submitting a request for a preliminary ruling to the ECJ, for the content of their judicial decisions, or for verifying whether another court is independent, impartial, and established by law.” Another condition of the EU is that those judges affected by past Disciplinary Chamber rulings will have the right to have those rulings reviewed without delay by a court that complies with the above-mentioned requirements. In other words, it will take a while before Poland sees its money.

I thought that right now, it’s holiday time, so politically not much should be happening. This column started out as a column about legal matters, but over time it has become more and more political.

So maybe I thought “cucumber time” may be a good moment to discuss a corporate form which has been in existence for just over a year now – the simplified joint stock company.

generation comes in as shareholders but, for example, only one sister has business acumen and the others just want to take their dividends.

In Polish, a simplified joint stock company is called “prosta spółka akcyjna”, abbreviated as “PSA”, which also happens to be the genitive form of pies, meaning “dog”, but I suppose that is beside the point. The PSA has been created to allow Poland to remain competitive amongst other countries, and the Polish legislator took inspiration from countries such as the Netherlands, where the so-called “Flex BV” was introduced in 2013.

Creating a joint venture company in Poland was always very difficult.

In a joint venture, the roles of the joint venture partners are often very different. There is one partner with the great idea, the recognisable name or the hard work, and another one with the money, who is looking for a good return on their investment. The investor wants to protect their money, the founder wants to make sure that their idea remains theirs, even when the joint venture is dissolved. Similar problems appear in family companies when the next Another advantage of the PSA is that one can also contribute to the company’s capital by providing know-how or work. Shares in the PSA can provide priority voting rights, such as veto rights for certain decisions or the right to appoint board members.

“For some Also, when it comes to profit sharing, everything is possible, e.g. one can strange grant a certain return on investment to a specific shareholder or grant one reason, shareholder the right to take profits before the others. All in all, the PSA is a very useful corporate form that this period allows shareholders to structure their relations in a way that makes is called economic sense.

“cucumber But Poland would not be Poland, if during the week between first handing in this column and the time” in the publication date, there would not be another crisis: the unimaginable Netherlands.” pollution of the Odra river. Like every crisis, the opposition immediately blamed PIS, government supporters blamed Tusk and the Germans, and nobody knows for sure what happened. Today it was reported that the Polish state enterprise KGHM with an official permit dumped salt into the river. How can a factory get permits for that?