O prawie i finansach fachowo, rzetelnie i na czas.
Przegląd Prawa Handlowego to najchętniej czytane czasopismo poświęcone prawu handlowemu. Miesięcznik przeznaczony jest dla prawników, przedsiębiorców i bankowców. Omawia zasady działania przedsiębiorców, ich strukturę organizacyjno-prawną oraz mechanizmy zawierania umów regulowane m.in. przez prawo spółek, prawo upadłościowe i prawo układowe. Zawiera aktualne informacje dotyczące zmian w ustawodawstwie, profesjonalną interpretację prawa – komentarze i glosy, orzeczenia SN i NSA, prawo UE, specjalne wkładki monograficzne poświęcone najaktualniejszym tematom.
Wolters Kluwer SA to część międzynarodowego koncernu Wolters Kluwer, które jest z kolei jednym z największych (w skali globalnej) wydawnictw. To wiodąca firma w dostarczaniu publikacji specjalistycznych adresowanych między innymi do branży prawniczej, ekonomicznej, ochrony zdrowia, administracji publicznej i edukacji.
Table of contents
Insurance interest and the scope of its application
Insurance interest is a material condition for the conclusion of a property insurance contract. There is a real need for clarity in the law. The meeting of the condition of there being interest in the insurance contract can be inferred from the very existence of an actual, not necessarily, legal relationship with the good which is at risk. The construction of insurance interest meets the needs of the modern market and the complexity of risks that warrant insurance cover and effective risk management.
The notion of commercial communication in the Polish law after implementation of the Audiovisual Media Services Directive
On 10 March 2010, Directive 2010/13/EU of the European Parliament and of the Council on the coordination of certain provisions laid down by law, regulation or administrative action in Member States concerning the provision of audiovisual media services was adopted. In the Directive's recitals it is pointed out that audiovisual media services are both cultural and economic in character. Their growing importance consists in particular in ensuring freedom of information, diversity of opinion and media pluralism (recital 5, Directive 2010/13/EU). They are provided using various technologies and have to guarantee conditions of fair competition. It is necessary, in order to avoid distortions of competition, improve legal certainty, help complete the internal market and facilitate the emergence of a single information area it is necessary that at least a basic tier of coordinated rules apply to all audiovisual media services, both television broadcasting (i.e. linear audiovisual media services) and on-demand audiovisual media services (i.e. non-linear audiovisual media services) (recital 11, Directive 2010/13/EU). It was indicated that the definition of audiovisual media services should cover not only such services (whether television broadcasting, or on-demand), which are mass-media, i.e. are intended for reception by, and which could have a clear impact on, a significant proportion of the general public. Its scope should cover any form of economic activity, including that of public service enterprises, but should not cover activities which are primarily non- economic and which are not in competition with television broadcasting, such as private websites and services consisting of the provision or distribution of audiovisual content generated by private users for the purposes of sharing and exchange within communities of interest (recital 21, Directive 2010/13/EU).
Legal consequences of deregistration of a company from the commercial register (part I)
The issue presented in this article is of a complex nature, as it comprises many matters which are worth considering. At the beginning, the author considers the admissibility of deregistration of a company in a situation where the company's debts have not been repaid or the company's assets has not been distributed. The author presents the opinions of jurisprudencefrom case law and legal doctrine literature, as well as his own opinion on the issue in question. Whenile considering the issue of deregistration of a company, the legal nature of post-liquidation company's assets and post-liquidation company's debts should be taken into account. In particular, it should be taken into consideration whether the above terms can be used because of civil law provisions and what are the differences between the post-liquidation assets and no-one's assets.
Limited and limited joint stock partnerships against the background of existing tax regulations
The advantages of limited partnerships and limited joint stock partnerships have been perceived by a lot of entrepreneurs. It has been proved by an increasing number of such partnerships in recent years. They reached the peak of their popularity in 2012, which was evidenced by the record growth in the number of limited joint stock partnerships (86.1%) and limited partnerships (26.8%). Limited partnership became the third most popular type of commercial partnerships or companies at the end of 2012, being less numerous only than limited-liability companies and general partnerships. According to the Central Statistical Office figures from 30 June 2013, there were even 11,860 registered limited partnerships and 3,349 registered limited joint stock partnerships in Poland. This study aims to discuss the issues concerning the functioning of limited partnerships and limited joint stock partnerships. The author tries to answer the following questions: why are these partnerships so popular and what influence on their popularity will the amendments to the Tax Ordinance Act, introducing corporate income tax for limited joint stock partnerships, have. She also considers whether this change is going to be beneficial for the Polish economy.
Commercial use of individualizing signs in a trademark
Contemporary economic exchange, characterized by a high level of competition, requires the trader to take measures to distinguish their products or services. For this reason, sellers apply specific designations of their products, for which protection may be granted in the form of trademarks. In order to connect, in the consumers' awareness, the existence of the product with the activities of individual companies, goods are often labeled with substrate trademarks containing the name or business name of the entrepreneur. The surnames and forenames (or aliases) of celebrities who attract the attention of potential customers are also used. This creates an interesting situation of collision between two regimes of protection. This collision is particularly complex when a trader uses one of the abovementioned personal interests that does not belong to him. These type of issues are analyzed in this article. Due to the practical differences in the use of signs based on different personal interests, regulations relating to trade marks in general are discussed first. Then, regulations and company names are analyzed. Considering them jointly is justified by the fact that the use of one of these assets is often combined with the use of a second one for the same purpose. The business name of a legal person will often contain precisely the name of the legal person that runs the given enterprise. A separate analysis should be devoted to the use of the surname (as well forename and nickname) in a trademark. Besides the use of the surname and business name, it is often the case that the name of a famous person, who is completely unrelated to the production of the goods or performance of services, is used in the trademark. For this reason, such cases should be analyzed separately.
The principles of determining the price offered in a squeeze-out in a public company
The squeeze-out mechanism is a source of controversy in both public and private companies. One of the main problems is the method of determining an appropriate price that should be offered to the minority shareholders in the event of a squeeze-out. It seems appropriate to resolve the existing doubts. The aim of this article is to analyze the squeeze-out mechanism and the method of determining the price offered to minority shareholders in public companies. This is crucial because a similar mechanism is provided for in Art. 83 of the Act on Public Offerings, which addresses the issue of reverse squeeze-outs.
On the admissibility of financing redemption payment out of share premium - polemic
The January issue of "Commercial Law Review" contains an article by Jarosław Grykiel, in which he argues that is admissible to use the share premium for the purpose of financing the redemption payment in both a limited liability company [Polish: spółka z ograniczoną odpowiedzialnością] and a joint stock company [Polish: spółka akcyjna]. However, this line of reasoning is debatable. The problem has significant practical ramifications for companies as they often accumulate substantial funds arising from share prekium. The distribution of funds subject to statutory prohibitions triggers severe sanctions not only for shareholders as the recipients of payments, but also for members of a company's bodies (Art. 198 and Art. 350 of the Code of Commercial Partnerships and Companies). Therefore, one should be cautious in formulating conclusions.