A simple joint-stock company: An innovative model of protection for creditors and investors in Poland

Abstract

The article discusses the most important features of a new type of company in Poland, namely the simple joint-stock company (SJSC) introduced to the Commercial Companies Code by the bill of 19 July 2019. The new company form combines the limited liability of shareholders with a large degree of flexibility, both in terms of shaping mutual relations between shareholders and the company’s management system. There are no significant limitations to the structure of preference shares. Shareholders can choose between different board models. SJSC is characterised, on the one hand, by a lack of excessive formalities associated with its establishment, and on the other, by an agile mechanism to protect the company’s creditors based on a liquidity test. The legal capital concept was abandoned; work and services are permitted as in-kind contributions. Ownership rights in a SJSC are incorporated in dematerialised shares, and the use of them in private trading raises a number of new legal problems. This study focuses, among other things, on the protection of investors purchasing company shares under the provisions of the MIFID II Directive (Markets in Financial Instruments Directive). Considering the sociological foundations of the changes in corporate law taking place in Poland, the author notes that projects based on modern technologies, in particular information technologies, are becoming a prevailing component of the modern economy. The use of these technologies leads to far reaching changes in the structure of individual market segments (market destruction). Current business models are gradually losing relevance and are being replaced by dynamically developing technology companies. An example is the slow decline of traditional linear television and the emergence of enterprises offering so-called “streaming” of selected audiovisual content over the Internet directly to consumers (for example, Netflix), or a reduction in the distribution of music content on CDs for music playback by online integrators (for example, Spotify). However, technology companies have their own far reaching specifics. They are based not only on the latest technological solutions, but also on the visionary entrepreneurship of their founders regarding the potential market applications of these technologies (Bill Gates, Steve Jobs, Jeff Bezos and others). It is safe to say that without the charismatic and visionary personalities of founders, companies like Apple or Amazon would not have appeared as we know them. This is due to the fact that recognizing the potential needs of consumers that can be met with new technological solutions requires creativity that is characteristic of geographical explorers or inventors, and not stereotypical entrepreneurs. Human capital — knowledge and entrepreneurship are beginning to dominate the market economy in the modern world. 

Keywords:

simple joint-stock company, company law reform, creditor protection, investor protection, investment services