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The problem of the hull management in a capital company

Publication date: January 22, 2026

A hull board (or “hull”) is a management body of a legal person (e.g., a company, association, foundation) that formally exists, but its numerical composition has fallen below the minimum number required by the statute or agreement, preventing it from effectively adopting resolutions, representing the organization, and managing its affairs, which may result in the need to appoint a curator.

The provisions of the Polish Commercial Companies Code in the regulations concerning capital companies provide that the company’s management board consists of one or more members. In capital companies, this is a mandatory body, but it may also be appointed optionally in a professional partnership. The company’s articles of association or statute may specify how many people will comprise it, most often by indicating a specific number of management board members or defining it using a range of numbers (e.g. the management board consists of 3-5 people). A problematic situation arises when the number of management board members falls below that required in the articles of association or statute. Then we are dealing with the so-called hull board where a corporate structure is in a state of inconsistency between the established composition of a body and its proper staffing quantitatively.

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New rules issued by the Polish Minister of Finance on conditions that must be met by the regulated market and auction platform

Publication date: January 19, 2026

A regulated market is a system for trading in financial instruments admitted to trading. It operates according to the rules established by the entity operating the market and is supervised by the Polish Financial Supervision Authority. It is the most formal and strictly regulated type of market. It must be based on transparency, equal access, and disclosure requirements. Shares, bonds, and other securities are permitted on the market. The goal of this market is to ensure safe and fair trading in financial instruments. Market participants include banks, companies, investment firms, and investors.

An auction platform is a specialized type of organized market. It is used for the sale of specific instruments – most commonly CO2 emission allowances—through auctions. The Act of 29 July 2005 on Trading in Financial Instruments is one of the most important legal acts of the Polish capital market. It regulates the operation of the securities and other financial instruments trading market, as well as the activities of investment firms, stock exchanges, trading platforms, and financial supervision. Pursuant to the Act on Trading in Financial Instruments, the Regulation of the Minister of Finance was issued on July 23, 2025, amending the Regulation of April 12, 2019, on detailed conditions that must be met by the regulated market and the auction platform.

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Poland blocks the national implementation of the EU Act on the provision of electronic services

Publication date: January 15, 2026

The draft act amending the Act on the Provision of Electronic Services and certain other acts represents a significant step in adapting Polish legal regulations to the rapidly evolving digital landscape. The growing number of entities operating online, new methods of electronic communication, and the vast scale of data processing mean that the current regulations are increasingly imprecise or inadequate for the current times. In response to these challenges, the legislator proposed changes aimed at both increasing the protection of network users and clarifying the obligations of entities providing electronic services.

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Amendment to copyright law in Poland- new rules of fair use. Webscraping, text and data mining. Text and data mining as an activity, not a mining tool (technique)

Publication date: January 09, 2026

On 20 September 2024, an amendment to the Act of February 4, 1994 on Copyright and Related Rights entered into force. The purpose of the amendment was to implement two directives of the European Parliament and of the Council (EU) of April 17, 2019, into the Polish legal system: 1) Directive 2019/789 laying down rules on the exercise of copyright and related rights applicable to certain online transmissions by broadcasting organisations and retransmissions of television and radio programmes, and amending Council Directive 93/83/EEC (the so-called SATCAB II Directive) and Directive 2019/790 on copyright and related rights in the Digital Single Market and amending Directives 96/9/EC and 2001/29/EC (the so-called Digital Single Market Directive, or DSM). The deadline for implementing both directives expired long ago, in June 2021. This delay was in particular the result of waiting for the European Commission’s guidelines on the application of Article 17 of the DSM Directive, as well as the controversy related primarily to this provision and the emerging allegations against the directive that it reduces the scope of freedom of speech on the Internet.

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LISTING ACT – increasing the attractiveness of capital markets

Publication date: January 07, 2026

The Listing Act is a legislative package proposed by the European Commission and adopted by the European Parliament and the Council. Its goal is to increase the attractiveness of public securities markets for companies, primarily by facilitating access for small and medium-sized enterprises (hereinafter referred to as SMEs). The changes introduced are intended to simplify procedures and reduce documentation, as well as reduce burdens and costs for companies.

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