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Tom 112 (2018)

Ustawowy zakaz działalności konkurencyjnej wobec członków zarządu spółek kapitałowych — zagadnienia wybrane

  • Marcin Podleś
2 sierpnia 2018



According to Polish law paragraph 211 and 380 Commercial Companies Code management board members are among others under a ban to deal with competitive affairs. This ban comprises either acting on his/her own account or within relationships which have been entered into between any member of management board and counter-parties running competitive commercial activity or within his/her own association in partnerships being competitors. Furthermore, a management board member cannot participate in any other business entity as a member of its corporate bodies i.e. hold a post in management board or supervisory board of any competitive market player. Considering the ban on competitive activity function it is proper to speak for a wider character of this ban — i.e. that should extend over each company a said person under ban has held a management board post in. To compensate a rigidity inherent in this ban on competitive activity one has to accept concrete concessions hereof which have been corporately made in an implicit way. It is the management board member himself/herself who has to prove the fact he had been released from this ban and also a scope of concession from it. Additionally, one has to speak against an interpretation of paragraphs 211 and 380 Polish Companies Code in wider extensive sense. One is however to opt for the intact companies’ right to regulate this issue on their own — by virtue of their internal agreements with their management board members.