4 June 2020 The Sejm passed the bill in connection with the pandemic Covid-19 concerning far-reaching consequences for investment in Poland in certain sectors of the economy. The provisions of the Act provide for the protection of companies based in Poland whose value has fallen significantly due to the economic crisis caused by the Covid-19 before taking over investors outside the European Union.
Public companies, entities with assets identified as "critical infrastructures" and sectors of the energy, fuel, telecommunications, food processing, pharmaceuticals, chemicals and fertilizers, explosives, weapons and software sectors in public services are protected. The condition of protection is an income criterion- the turnover of the company which has crossed the territory of Poland in any of the two financial years preceding the planned acquisition, equivalent 10,000,000 EUR.
A foreign company is required to notify a planned merger and acquisition transaction prior to the transaction. Failure to notify the intended transaction causes it to be null and void or to exercise voting rights from the shares or shares of the protected entity, in addition, the fine is expected to be fined until 50,000,000 PLN or punishment for imprisonment from 6 months to years 5, or both.
The audit authority is the President of the Office for Competition and Consumer Protection, who can open an ex officio examination procedure.
Within time 30 the working days following the opening of the examination procedure, the control authority shall issue a decision to initiate or refuse to initiate the review procedure, which shall be completed within the time limit 120 calendar days.
In the event of a breach of obligations under the Act, severe financial penalties and penalties are provided for the restriction of freedom for individuals.
A decision to acquire or acquire significant participation or to acquire dominance over the protected entity may be objected to in the absence of formal deficiencies, lack of additional written explanations, inability to determine whether the purchaser is a national of a Member State or established within the EU. Importantly, the control body may object if there is at least a potential threat to public policy or public security of the Republic of Poland or public health in the Republic of Poland.
On 5 June 2020 The bill was handed over to the President and the Senate Marshal.
Further details on the law contained in the Crisis Shield can be found in our Guide: www.russellbedford.pl/services/anti-crisis guide
Author: Michał Zawiła
Partner in RB Restructuring. Licensed Restructuring Advisor, entry No 1050. Lawyer entered on the list at the District Bar Council in Katowice.