To whom Polish directors owe their duties – between shareholder primacy and political agenda

Chałaczkiewicz-Ładna, K. , Sójka, T. and Jerzmanowski, J. (2023) To whom Polish directors owe their duties – between shareholder primacy and political agenda. European Business Law Review, 34(4), pp. 665-694. (doi: 10.54648/eulr2023034)

Abstract

Poland is traditionally portrayed as a shareholder primacy jurisdiction – the legislation is silent on this, but it is confirmed by the Polish legal academia and the case law. Interestingly, the focus on shareholder value in Poland is not “transplanted” from the common law jurisdictions, but it is rather derived from the liberal model of the economic transformation that started in 1989 and crucially, the traditionally concentrated share ownership structure. Furthermore, in Poland, just like in the other former Eastern Bloc countries, companies that are fully or partially state-owned are still influential. The interest of such companies is in practice defined in a specific way, as apart from the projects that pay off economically, they have often engaged in ventures that bring rather political than economic gains. The aim of this article is to scrutinise the extent to which the perception of Poland as a shareholder primacy jurisdiction still stands; especially, in the context of recent sustainability-focused initiatives at the national and European level. This piece also suggests reform proposals as to how the current law on the corporate objective could be improved. This study concentrates on the public companies with shares listed on the Warsaw Stock Exchange, including the state-owned enterprises.

• Item Type: Articles
• Status: Published
• Refereed: Yes
• Glasgow Author(s) Enlighten ID: Chalaczkiewicz-Ladna, Dr Katarzyna
• Authors: Chałaczkiewicz-Ładna, K., Sójka, T., and Jerzmanowski, J.
• College/School: College of Social Sciences > School of Law
• Journal Name: European Business Law Review
• Publisher: Kluwer Law International
• ISSN: 0959-6941
• ISSN (Online): 1875-841X
• Copyright Holders: Copyright ©2023 Kluwer Law International BV, The Netherlands
• First Published: First published in European Business Law Review 34(4):665-694
• Publisher Policy: Reproduced in accordance with the publisher copyright policy