The capital group code as a basic tool for the effective and safe management of a capital group as a single economic entity.
4 March 2022 # Corporate governance # Financial market
The concept of the statutory management mechanism (known as the Group Code) is an original and creative achievement of the Romanowski i Wspólnicy Law Firm. It was first presented by Prof. Michał Romanowski at a conference dedicated to capital groups in 2008, organised by PKN Orlen S.A. and Dziennik Gazeta Prawna in opposition to the widespread, ineffective and legally risky concept of a holding agreement.
For over a dozen years, the Firm has advised on the legal and business aspects of implementing a statutory management mechanism in a number of the largest capital groups in Poland.
The solution has been subject to judicial review in over 100 court decisions. It has been implemented, among others, in subsidiary public companies.
The so-called capital group codes have become a common standard of instruments for effective and lawful management of a capital group, which has been recognised in practice: "An in-depth discussion would be required as to whether, at the current stage of development of Polish law and economy, such a specific regulation concerning groups of companies is needed at all. The resolution of conflicts of interest within groups of companies could be left to case law, doctrine and, last but not least, practice itself. Over the last decade an instrument has been developed in practice – the so-called codes (bylaws) of de facto corporate groups – which contain references to group interests. This practice has been accepted in the judicature of courts of appeal (judgments of the Courts of Appeals in Katowice and Warsaw)" (Prof. Krzysztof Opustil, Kilka uwag o projekcie prawa koncernowego 2.0 [A few remarks on the group law 2.0 project], Legalis 2020).
4 March 2022 Corporate governance, Financial market