The consequences of corporate restructuring for employment relations

The restructuring of companies means mergers and acquisitions and divisions of companies, the transfer of the so-called aport of assets or parts of the company and the sale of shares or shares in commercial law companies. However, the most common restructuring measures include mergers and acquisitions.

Merger (merger) is a voluntary merger of assets two or several companies in one newly-established entity, which is the successor to the rights and obligations of merging companies[1].

However, the essence of the acquisition is to obtain control by one entity over another, which is carried out by purchasing a holding or shares of the acquirer, thus allowing the acquirer to manage and control the acquirer.

In the event of acquisition, none of the entities involved in the conversion loses legal personality, which distinguishes them from the merger[2].

Restructuring also has consequences for other operators operating in the industry, as well as for employees employed in restructuring companies, since the merger of the establishment by its acquisition results in the transition of the establishment or part of it to another employer.

1. Introduction

The purpose of this Article is to indicate whether the current legislation adequately safeguards the interests of the restructured companies as employers and their employees. In the context of the case law presented, it seems that, despite many positive changes and regulations relating to the transition of the workplace to another employer, the legal environment that is currently in place is still not sufficiently transparent, which is detrimental to the interests of entrepreneurs, while sometimes putting workers in a legal disadvantage.

2. Transition of the establishment or part thereof to another employer

According to Article 231. Act on 26 June 1974 – Labour Code[3] ((c) in the event of the transition of a job establishment or part of it to another employer, it shall become legally party to the previous employment relationship, subject to the provisions of the law. section 5 an article.

The obligations arising from the employment relationship arising before the transition of part of the establishment to another employer, the former and the new employer are jointly and severally liable. It should be pointed out that by the concept of employer, according to Article 3 k.p.

must be understood as an organisational unit, even if it does not have legal personality, as well as a natural person, if it employs employees. Provision Article 231 k.p.

does not define the concept of a part of a work establishment and a work establishment, therefore it is essential to interpret the relevant provisions when defining these concepts under the relevant provision.

Directive 2001/23 to 12 March 2001 on the approximation of the laws of the Member States relating to the protection of workers' rights in the event of acquisition of undertakings, establishments or parts of undertakings or establishments[4] (hereinafter as ‘Directive 2001/23”).

Used under Article 231 k.p. the terms ‘work establishment’ and ‘part of establishment’ are designates of the term ‘economic unit’ adopted in the Directive, which is a collective term meaning the undertaking, plant or part of undertaking or establishment taken over.

The term ‘economic unit’ means an organised pool of resources intended to carry out economic activities, whether primary or auxiliary[5].

The Supreme Court has in its case-law adopted a corresponding Union concept of an economic unit to define part of the establishment, indicating that it is a certain organised whole consisting of certain material and property elements, an organisational system and a management structure which give the possibility of further performing the work of its employees[6].

The employer, in view of the above, can therefore have several workplaces and restructure them in different ways.

In practice, it is common to determine, with the extensive organisational structures of the individual workplaces, whether part of the workplace has been transferred to another employer or only the acquisition of the components of its property, as well as the precise identification of the components of that part of the establishment, that many doubts arise.

The Supreme Court has therefore repeatedly addressed this issue in its rulings.

According to the judgment of 17 May 1995[7], When explaining the concept of ‘taking over part of the establishment by another establishment’, account should be taken of the diversity of the establishments and the diversity of their legal and factual position, therefore In one case may be considered as part of a workplace such as a chalk mine, otherwise a grocery store[8].

It is also important to pay attention to the objectives accompanying the acquisition, since in the case-law and the doctrine it is assumed that it is unreasonable to simplify the application of the same criteria to establishments belonging to the public sphere which pursue social and public objectives and to economic establishments.

As is apparent from the grounds for the judgment of the Legnica District Court of 9 May 2013[9] „in the case of establishments with economic objectives, the elements and conditions of the type of assets are essential, but they cannot play a dominant role where the part of the establishment which pursues social, political or public objectives is taken over"[10].

From the grounds of the judgment of the General Court of 4 February 2010[11] it also appears that in the case of the provision of services to persons third the scope of the tasks, as well as the assets involved in their performance, determine whether the undertaking or part of the undertaking has been taken over on the basis of Article 231 k.p.

In view of the above, it must be considered that the essential issue for restructuring and for forecasting its consequences for employment relations is First, determining the type of work establishment in which workers were employed and how the transfer of employees and assets to another undertaking was carried out, as indicated by SN in its judgment of 10 July 2014[12] about taking over the workplace in mode Article 231 k.p.

can be spoken not only when it is subject to assets, but also when tasks carried out so far by one entity in favour of second i.e. both auxiliary and specialised tasks belonging to the company's main business.

1.1. Continuation of employment

As indicated above, the transition of the establishment or part of it to another employer is that the new employer becomes a party to the current employment relationship, and therefore it is bound by all conditions belonging to the content of the employment relationship, i.e.

not only the employment contract, but also other sources of labour law, i.e. regulations or collective agreements. There is no need for the former employer to terminate contracts or to sign new contracts with employees, as the employment relationship is automatically transformed by law (SN judgment of 17 May 1995, reference no.

I PRN 15/95; OSNAP from 1995 No 21, item 264)[13]. In the judgment of 21 September 1995[14] The Supreme Court has accepted that, in the event of the takeover of the establishment, the existing employment relationship remains unchanged, also in terms of the acquisition of the right to the Jubilee Award and the retirement pension.

These powers, resulting so far from the collective or occupational wage agreement, become the content of a contract of employment[15], which should be considered legitimate.

1.2. Responsibility of employers and the time of transition

In the event of the transition of the establishment in full, the new employer is responsible in full for the obligations arising before the transition of the establishment to the employees employed in it – this is due to the fact that it becomes a party to the previous employment relations by law.

The obligations arising from the employment relationship arising before the transition of part of the establishment to another employer, the former and the new employer are jointly and severally liable.

It is important, if we are dealing with taking over part of the workplace to determine which workers are employed in the assumed part of the establishment, that the link between employees and the acquired part of the establishment is decisive in this case, as employers correspond jointly and severally only to employees taken over by the new employer.

On the other hand, the obligations of employees with whom contracts of employment were terminated before the transition of the establishment to a new employer are borne by the previous employer; this is due to the fact that, in principle, the new employer does not take over workers with whom the employment contracts were terminated before the date of the transition of the establishment of employment[16].

For these reasons, it is extremely important to set the date of transition of the workplace. As the Supreme Court stated in its caselaw, ‘the date of transition is the date of actual acquisition by the new employer of assets, assets and tasks, rather than the date of formal conclusion of the contract on the basis of which the undertaking takes over’[17].

This was confirmed by the Supreme Court in a later ruling, indicating that it is crucial that the new employer actually assumes the ownership of the establishment (part of it) in order to determine the date of the transition of the establishment or part of it to the new employer.

Therefore, the moment of transition should not be linked solely to the date of the legal act itself, i.e. most often the sale contract or administrative decision on the basis of which the company is transferred[18].

In view of the fact that the date of transition of a workplace is not at all clear according to the case law as to the date of legal action or other legal event, while the provisions do not explicitly indicate that moment, this often involves practical difficulties for entrepreneurs.

For example, incorrect determination of the point of transition of a workplace may result in problems with determining the date on which the deadline for the application of employees to social security runs, or until a two-month deadline for the employee to warn the employer of termination of the employment contract without notice.

The case-law assumes that, in some cases, even if the entire establishment is transferred to a new employer, the commitments to the employees taken over are jointly held by the former and the acquiring employer.

As an example, the Supreme Court ruling from 7 October 2004[19], in which he recognised the joint responsibility for the obligations arising from the employment relationship arising before the return of the company of the Ministry of Treasury and the bankruptcy administrator.

This exception to the rule was also confirmed by the Constitutional Court in its judgment of 4 April 2005[20], ruling that Article 231 k.

in so far as it disregards the joint responsibility of the State Treasury for the obligations arising from the employment relationship arising before the transformation of the State Treasury fisci State Treasury – a health care establishment into a self-contained public health care establishment, is incompatible with Article 32(1) in conjunction with Article 64(2) Constitution of the Republic of Poland.

1.3. Inadmissibility of termination of employment

The transition of the establishment or part of it to another employer must not constitute a reason justifying the employer's termination of the employment relationship, as confirmed by an established jurisprudence that, inter alia, an agreement dissolving the employment relationship which aims to exclude the legal automaticity of the continuation of the employment relationship in the event of the transition of the establishment to another employer is invalid due to the contradiction with the mandatory standard of law, i.e.

Article 231(1) k.p. The new employer cannot change the working conditions of the employee to its disadvantage due to the mere takeover of the establishment, regardless of the fact that the employee has given his consent to such change[21].

However, as a result of the transition, organisational changes may need to be made, e.g. the elimination of certain posts, which may consequently lead to the termination of working conditions and wages for employees of the undertaking and, in the absence of further employment, even the termination of the contract of employment. The termination of the contract will indirectly involve the transition of the establishment to a new entity.

The mere transition of the establishment does not entail a change in the content or conditions of the employment relationship, but if it is not the reason for the transition to a new employer, the conditions of employment may be amended by agreement of the parties or by notice of the amendment by the new employer. This means that, although the new employer has entered into the rights and obligations arising from previously established employment relations, he does not have to continue to employ workers in accordance with working conditions and wages resulting from employment contracts if he changes them in the form required by the law.[22].

Moreover, if the transition of the establishment occurs during the period of notice to the employee of the contract of employment, the contract will be terminated if the new employer does not act to revoke the notice before the date of termination of the employment relationship[23]. Note that provision Article 231 k.p.

also does not prohibit the employer from giving employment contracts, provided that the reason is not the mere transition of the establishment to a new entity.

In the light of the above, the employer may terminate the contract of employment for staff employed in the establishment undergoing the transition and the validity of that notice may be verified by the court.[24].

2. Staff powers

Within time 2 months from the transition of the establishment or part of the establishment to another employer, the employee shall have the right to terminate the employment relationship without notice, for 7-the day-to-day prejudice, which entails that such a solution has the effect that the labour law entails the termination of the employment relationship by the employer upon termination.

On the other hand, according to accepted case law for a ‘short notice period’, in connection with the transition of an establishment of employment to another employer for an employee who has taken advantage of the possibility to terminate the employment relationship without notice, 7-a day's prejudice, no compensation.

The above-mentioned right to terminate the contract only for the employer's prejudice constitutes a manifestation of freedom of work and protection of the will of workers who have the right to decide their relationship with the employer, despite changing circumstances.

A very important tool introduced by the legislator is the fact that such termination of the contract has the effect that the labour law entails the termination of employment by the employer in favour of termination, which means that the worker is then entitled to apply for unemployment benefits, which should be considered a positive legal aspect.

It should be pointed out that, before the introduction of this regulation, the only legal means of ending employment on the basis of an employment relationship was the conclusion of an agreement between the parties or the termination of an employment contract by the employee, except that the termination of the employment relationship by termination could put the worker at risk of adverse legal consequences, and therefore the current wording of the provisions must be assessed positively.

It is a separate matter that, in this case, according to the dominant line of case law, there is no basis for compensation to workers, which, it seems, the legislator rightly omitted.

For how well the Supreme Court pointed out in the justification of the resolution with 10 October 2000[25] it does not recognise that "the legal situation of the beneficiaries – on the basis of Article 231(1) n.e.

– from statutory guarantees of stability of employment with the new employer, but making their own decisions to terminate the employment relationship without notice, for seven days of prejudice (Article 231(4) k.p.) could be compared to the situation of workers who lose their employment as a result of the bankruptcy or liquidation of their employer or the reduction of employment for reasons relating to their employer.

In particular, it is unacceptable to assume that workers who have dissolved their employment relations in a way Article 231(4) k.p., compensation for a reduced period of notice, which does not occur when the contract is terminated without notice, could lead to a destabilisation of the financial situation of employers – in cases where many workers use this procedure to resolve the employment relationship to which the employer (yet, or even new, if the employee terminated the employment relationship after the establishment or part of it had passed on to another employer) would have to pay benefits, as well as workers made redundant for reasons affecting the employer." This corresponds to the general regulations of labour law which in cases of termination of employment by one on its part, they shall allow payment of remuneration or compensation to the employee only if the special provision expressly so provides, which the legislator did not regulate under Article 231 k.p.26.

3. Obligations of the employer

3.1. Information obligation

The primary obligation of employers in the event of a transition to a job establishment is to provide information to their employees – if employers do not have trade union organisations, the employer and the new employer shall inform the employees in writing of the expected date of transition of the job establishment or part of it to another employer, its causes, legal, economic and social consequences for workers, as well as the intended measures concerning the employment conditions of workers, in particular working conditions, wages and retraining.

If trade unions operate in a given employer, this information shall be communicated to them.

The communication of the above information should take place at least on 30 days before the expected date of transition of the establishment or part thereof to another employer[27], it should be pointed out that ‘no written notification of a change of employer to employees is not characterised by a serious breach of the employer's basic obligations towards the employee within the meaning of Article 55(11) n.e., as it does not pose a direct risk of continuing the employment relationship on existing working and wage conditions"[28].

In view of the above, the employer's failure to provide information and instruction from Article 231(1) k.p. does not affect the acquisition of the undertaking or its parts. Failure to comply with this obligation shall not prevent the employee from exercising the option of terminating the contract under Article 231(4) k.p.29.

Failure of the employer to notify the worker of the passing of the establishment, its improper form or content shall not have adverse effects on the worker and, in particular, shall not prevent the employee from terminating the employment relationship for 7-a day's prejudice.

Where the conditions of employment of workers are to be changed and union organisations operate with employers, it should be borne in mind that the employer who takes such action is obliged to negotiate with company trade unions to conclude an agreement in this respect, within a period not exceeding 30 the days from the date of communication of these activities.

In the absence of agreement between the parties within the prescribed time limit, the employer may take action on the conditions of employment of the staff, having regard, however, to the content of the arrangements made with the trade union organisations during the negotiations on the conclusion of the agreement.

The employer, regardless of the company’s notification to the union organisation, shall also inform each of his employees in writing, including those on leave or dismissal.

Employers' infringement (or one of them) the information obligation does not affect the transition of the workplace or part of it to a new employer, but where the employer is active in the company's trade union organisations, this obligation becomes not only an obligation with respect to collective labour law but also with regard to collective labour law, so that penalties for its infringements are provided for.

Under Article 35(1)(4) Act on 23 May 1991 on trade unions[30], referring to an offence punishable by a fine or restriction of freedom.

At this point, it should be pointed out that, despite the introduction of an information obligation for employers, it is possible to meet the votes of employees, that this obligation is not sufficient for them, as the employer's statement does not include information on the intended activities concerning the employment conditions of workers, in particular working conditions, pay and retraining, and that it does not bind employers, as it does not constitute the source of labour law.

3.2. Proposal for new working conditions for non-contractual relations

As per content Article 231(5)(6) The employer, on the date of the acquisition of the undertaking or part of it, is obliged to propose new working conditions and salaries to employees providing work on a basis other than a contract of employment and indicate a deadline, not less than 7 the days to which workers may make a statement of acceptance or refusal to accept the proposed conditions.

In the event of failure to comply with new working conditions and wages, the existing employment relationship shall be terminated at the end of a period equal to the period of notice, calculated from the date on which the employee made a declaration of refusal to accept the proposed conditions, or from the date on which he could make such declaration.

At this point, it should be pointed out that this provision grants only a limited employment guarantee for workers employed on a basis other than a contract, and therefore when the employment relationship arises on the basis of appointment, appointment, election or cooperative employment contract. According to Prof. M.

Gersdorf, despite the lack of direct protection of this employment relationship by the legislator, the conditions proposed by the employer in relation to these persons cannot, however, be aimed at not hiring an employee.[31].

Accordingly, the legislator treats employees with employment contracts and employees whose employment relationship has been contractually tied differently. Content Article 231(5) This is because only a limited guarantee of employment for "out-of-contractual" workers, manifested in the employer's obligation to propose new working conditions and pay these workers.

The solution that deserves to be considered would be to introduce legislation that would provide for equal treatment for workers whose employment relationship was established on the basis of a contract of employment, as well as for those working on the basis of a cooperative employment contract, appointment or appointment.

3.3. Civil relations

It is also important for those performing work or providing services to the existing establishment as well as to the new employer to regulate the issue of non-employed persons within the meaning of the law, and therefore of service providers or payers, where these rights do not succeed under other provisions of the law.

It is important that the scope Article 231 They are not covered.

According to the case-law, ‘Construction of the transition of an establishment or part thereof to another employer (Article 231 (k) with effect from the acquisition of employees employed in that establishment or part of it by a new employer, only employees (persons who are in employment relationship) shall be covered by law and not persons employed (representatives of employment) under civil contracts.

The possibility of entity transformations in civil law relations (e.g. arising from contracts) is governed by civil law (in particular the Act of 23 April 1964 Civil Code[32]), Not work law. Nor can you use Article 231 k.p. per analogy to legal relations arising from civil law contracts"[33].

3.4. Transfer of personal files

The main duties of the employer also include the immediate transfer of the personal file to the new employer, as well as other documentation concerning the employment relationship[34]. Typically, these data are sent from the staff and salary system of the current employer to the business system of the acquiring employees. The dataset should be sent to the new employer immediately so that he can meet his obligations in time.

3.5. Application of collective agreements

As per content Article 2418 In the period one one year after the date of the transition of the establishment or part of it to a new employer, the provisions of the arrangement which they were subject to before the transition of the establishment or part of it to a new employer shall apply to workers.

The provisions of this Agreement shall apply as in force on the date of the transition of the establishment or part thereof to a new employer. The employer may apply more favourable conditions to these employees than under the existing arrangement.

According to the Supreme Court's ruling, 8 June 2017[35] „the maintenance by the acquired workers of working conditions and wages resulting previously from a collective agreement or an undertaking wage agreement in force with the predecessor is not a consequence of the “transfer” of the power of those autonomous labour laws to the employer of the acquiring workers under the Article 231 k.p.

(if not party to this agreement). However, binding the new employer on these conditions results they become the content of the individual employment relations of the acquired workers. This in turn is a consequence of the institution itself entering into the existing employment relations with employees of the acquired workplace.

In turn, the conversion of the contract of employment of the acquired workers in a manner that worsens the conditions for their remuneration for the work compared to the guarantees arising from the collective agreement with the previous employer may be carried out on the basis, inter alia, of the termination of working conditions or wages."

Therefore, it is permissible for the employer to terminate the terms of the contract of employment during the period of the year in which the worker is taken over under the procedure Article 231 k.p. the provisions of the existing collective labour agreement shall apply only if this results after the end of that year.[36].

This solution certainly partly protects the interests of employees covered by the collective agreement by formulating guarantees of the application of the collective agreement for one year after the passing of the undertaking, but it should be pointed out that in practice these regulations often change the legal position of persons covered by the collective agreement, who are not employees, i.e. persons with whom the employer has a civil-law relationship, or former employees (pensionaries and pensioners) with whom the guarantees do not cover.

3.6. Acquisition of the Institutional Social Benefits Fund

Article 7 Act on 4 March 1994 on an occupational social benefit fund[37] regulates the issue of the acquisition of ZFŚS (‘the Fund’).

The rules on the allocation of funds equivalent to the basic copy charged to the transferring employer for the year in which the part of the establishment passes shall be determined by an agreement between employers, which shall also set a deadline for the transfer of funds.

In the absence of a separate agreement on the deadline for the transfer of funds, the transfer will take place within 30 days from the date of the passing of the establishment. Depending on whether the new employer is obliged to create a fund or not, the procedure for taking over funds from it is different.

Where a new employer is obliged to create a fund, his fund shall take over the funds, debts and obligations of the fund of the previous employer.

If he is not obliged to create such a fund, the employer also assumes the funds, debts and obligations of the employer's current fund, but is obliged to collect them in a separate bank account or a separate sub-account. Any surplus should be spent by the employer on the same terms as the fund.

The fund of the acquirer shall in part be increased accordingly in proportion to the number of employees taken over by the cash equivalent of the fund of the transferring employer, adjusted accordingly for the fees and obligations of the fund, as at the last day of the month in which the transition takes place.

3.7. Obligations to the Social Insurance Institution

Staff employed under a contract of employment who are subject to the transition of the establishment to another employer, on the basis of Article 231 They must be re-registered at the Social Insurance Institution.

The new employer must register employees so far using the ZUS ZWUA form, while the new employer is obliged to register employees again using the ZUS ZUA form, entering the relevant insurance codes.

However, it is important that both documents bear the same date of deregistration and registration of employees for the continuity of insurance. It is also not possible to forget the deregistration of members of the family member's insurance and their re-registration, if necessary, on the ZUS ZCNA form.

The undertaking taken over after the registration of all insured persons must submit to the Social Insurance Institution the printing of ZUS ZWPA, i.e.

the registration of the contribution payer and ZUS ZIPA – a notification of the change in the identification of the contribution payer, in which it will provide its data and the data of the paying agent of the receiving employees[38].

3.8. Work certificate

On the basis of a regulation of the Minister of Labour and Social Policy from 15 May 1996 on the detailed content of the work certificate and the manner and mode of issuing and straightening it[39] employer who issues a work certificate to an employee taking over in a mode Article 231 k.p., is obliged to include in the information on the duration of employment of this employee periods of employment in the previous and the receiving employer.

3.9. Non-compete agreement

Where the transfer of an establishment takes place during the course of an employment relationship, the non-competition agreement shall continue to apply as the rights and obligations resulting from it are rights and obligations arising from the employment relationship.

On the other hand, the non-compete agreement after the termination of the employment relationship ceases to apply as the obligations resulting from it are not obligations arising from the employment relationship. There is no reason why the non-competition agreement cannot be amended by the parties.

4. No actual acquisition — outsourcing

On transition of the workplace based Article 231 It should be borne in mind that this provision cannot constitute an independent basis for the transition of the establishment or part of it to another employer.

In assessing the acquisition of the establishment, it is first and foremost necessary to examine whether the new employer has taken over a decisive part of the employees or assets (material equipment) of the acquired unit, which is due to both the case law of the Supreme Court and the Court of Justice of the European Union[40].

In view of the above, the mere transfer of employees, where the acquisition of the share capital is not taking place, does not allow for the recognition that it was effectively carried out within the meaning of Article 231 k.p.

Therefore, by only transferring employees, in particular in order to avoid paying contributions to the Social Insurance Institution, entrepreneurs may be exposed to the recognition of the transition of the workplace as so-called "successful employee outsourcing", leading to a fictional relocation of employees, despite formal acquisition.

„There can be no takeover of the plant or its parts, based on Article 231 K. e., where the contracts concluded - agreements concern only the transfer of employees, rather than the continuation of the activities carried out by the party, do not include assets intended to carry out tasks, the structure and organisation of the establishment of work are preserved, and outsourcing companies do not exercise actual management over the employees"[41].

The lack of a legal definition of outsourcing and the criteria for the transition of part of the establishment to another employer, clearly distinguishing the transition of part of the establishment from outsourcing, poses a major threat to entrepreneurs whose actions may lead to misclassification of a given process as a so-called apparent employee outsourcing, resulting in a ruling on the liability of the former employer for unused advances on income tax on individuals and non-payment of social security contributions.

5. Summary

In conclusion, it should be pointed out that the transfer of a work establishment or part of it has significant consequences under labour law, as it consequently also leads to the taking over of obligations and responsibilities vis-à-vis employees of the undertaking being acquired by the law itself, with the transition of a work establishment likely to result from very many legal acts, including the transformation of business entities. Therefore, the term ‘take-over of a work establishment’ should be understood broadly as any activity and event that results in the transfer to another person of the undertaking in whole or in part, since the acquisition of the work establishment takes place whenever the assets with which the employment of the workers has been transferred to another person, without having to be intended, as the effect of the actual acquisition of the assets and the tasks of the undertaking alone suffices.[42].

The current legal regulations, although there are many positive aspects to protect the interests of workers and employers, are still not sufficient.

Despite the implementation of Community law, national rules continue to contain neither the definition of the transition of the undertaking and its parts nor the timing of the transition of the establishment, thereby creating uncertainty for the legal situation of the entities subject to restructuring.

In particular, it should be pointed out that there are no legal mechanisms to protect service operators from their recognition of their activities as so-called apparent employee outsourcing.

On the other hand, do not have a binding character of the employer’s statements on the information given to employees at the transition to the workplace, prompting entrepreneurs to be more reliable in that information, or the guarantee of the employment relationship of workers with whom that relationship was established on a basis other than the employment contract.

The legislator's action requiring the employer only to propose new working conditions and pay to employees providing work on a basis other than the employment contract should be regarded as prejudicial to the interests of workers, particularly in the light of the prohibition of discrimination expressed under Article 183a e.g.

the establishment and termination of employment relations and employment conditions.

At the same time, the controversial issue of the lack of compensation for reduced notice, in the event of termination of the contract by the employee for 7-In spite of critical voices from workers' rights protection environments, the author of the article fully supports the protection of employers' interests.

_____________________________

1 Cf. ‘Management Encyclopedia’, https://mfiles.pl/pl/index.php/Fuzja 2 Cf. Concepts and types of corporate restructuring, 15 June 2018, http://www.russellbedford.pl/aktualnosci/zmiany-w-rachunkowosci/item/332-pojecie-i-rodzaje-restrukturyzacji-przedsiebiorstw.html [3] i.e. Journal of Laws of 2019, item 1040. 4 EUR-Lex - 32001L0023.

5 Judgment of the Supreme Court of 18 April 2018, reference no. II PK 53/17. 6 Cf. judgment of the Supreme Court of 13 April 2010, reference no. I PK 210/09, OSNP 2011 No 19-20, item 249. 7 reference no. I PRN 15/95 (OSNAP from 1995 No 21, item 264). 8 SN resolutions: from 15 May 1992, reference no.

I PZP 28/92, to 19 January 1993, reference no. I PZP 70/92. 9 reference no. VPa 66/13. 10 Cf SN judgments: from 14 July 1993, reference no. I PRN 77/93, to 16 March 1994, reference no. I PRN 4/94, to 14 June 2012, reference no. I PK 235/11. 11 reference no. III PK 49/09. 12 reference no. II PK 250/13.

13 Judgment of the Supreme Court of 28 September 1990, reference no. I PR 251/90. 14 reference no. I PRN 60/95. 15 Similarly, the resolution of SN from 16 May 2001, reference no. III ZP 9/2001, LexisNexis No 350954, OSNAPiUS 2001, No 21, item 635. 16 Judgment of the Supreme Court of 21 October 1999, reference no. I PKN 330/99.

17 Judgment of the Supreme Court of 30 September 2009, reference no. II PK 86/09. 18 Judgment of the Supreme Court of 11 April 2006, reference no. I PK 184/05. 19 reference no. II PZP 11/04. 20 reference no. SK 7/03, OTK-A Directive 2005/4, item 34. 21 Judgment of the Supreme Court of 7 February 2007, reference no. I PK 269/06.

22 Judgment of the Supreme Court of 7 June 1994, reference no. I PRN 29/24; OSNAP from 1994 No 12, item 189. 23 Judgment of the Supreme Court of 13 May 1998, reference no. I PKN 101/98; OSNAP from 1999 No 10, item 332. 24 Judgment of the Supreme Court of 21 October 1999, reference no. I PKN 330/99. 25 reference no. III ZP 24/00.

26 Judgment of the Supreme Court of 6 May 2003, reference no. I PKN 219/01. [27] Article 231(3)) k.p. 28 Judgment of the Supreme Court of 6 May 2003, reference no. I PKN 219/01; judgment of the District Court in Ząbkowice Śląski with 23 November 2018, reference no. IV P 59/18. 29 See also SN in the thesis 2.

Judgment of 15 September 2006, reference no. I PK 75/06, OSNP Directive 2007/17-18, item 250. [30] i.e. Journal of Laws of 2019, item 263. 31 Prof. M. Gersdorf, M. Raczkowski, K. Hand, Code of Labour. Commentary, Issue III, LEX. [32] i.e. Journal of Laws of 2019, item 1145. 33 Judgment of the Supreme Court of 2 October 2019, reference no.

II UK 103/18. 34 section 9 Regulation of the Minister of Labour and Social Policy 28 May 1996 on the scope of the conduct by employers of documentation on matters relating to the employment relationship and the manner in which the employee's personal file is kept. 35 reference no. I PK 307/16.

36 Resolution of the SN of 8 February 2005, reference no. I PZP 9/04. [37] i.e. Journal of Laws of 2019, item 1352.

38 Regulation of the Minister of Labour and Social Policy 23 October 2009 on the determination of models of applications for social and health insurance, personal monthly reports and personal monthly amending reports, payer’s declarations, billing declarations and billing declarations, job data reports in specific conditions or of a specific nature and other documents Journal of Laws of 2016, item 222; Last.

Journal of Laws of 2017, item 319). 39 Journal of Laws, item 282 as amended 40 Judgment of the Supreme Court of 14 June 2012, reference no. I PK 235/11. 41 Judgment of the Supreme Court of 6 June 2019, reference no. II UK 103/18. 42 Cf SN judgments: from 10 December 2004, reference no. I PK 103/04; from 7 June 1994, reference no.

I PZP 20/94; from 29 August 1995 reference no. I PRN 38/95.