Public Lecture | A “Laboratory” for Company Law Innovations: the New Polish Type of Company – Simple Joint-Stock Company. Is it a Good Answer to the Needs of Startups?

Title：A “Laboratory” for Company Law Innovations: the New Polish Type of Company –  Simple Joint-Stock Company. Is it a Good Answer to the Needs of Startups?

Speaker：Konrad Osajda，Professor of Law，University of Warsaw, Faculty of Law and Administration

Moderator：Norman P. Ho, Professor of Law, Peking University School of Transnational Law

Date and Time: January 9, 2025 (Thursday), 12:15 – 13:30 (12:15 PM – 1:30 PM) (China Standard Time)

Venue：STL 203

Zoom Meeting ID：832 0710 4234 (password 119659)

Langauge：English

About the Speaker:

Prof. Konrad Osajda, Hab, PhD, LLM, MA (JD) – Chair of Commercial and Corporate Law at Faculty of Law (University of Warsaw), Full Member of Studies and Analyses Office of Supreme Court of Poland, Member of the Codification Law Commission, chairman of the Council of Curators of Polish Academy of Sciences. Visiting professor in Hong Kong (HKU 2018, 2019, 2024, 2025), Ottawa (2013, 2015, 2017, 2019), Tel Aviv (2021, 2022), Montreal (2020), Kiev (2018), Vienna (2014). Granted many awards and scholarships including: Konrad Zweigert Scholarship granted by the Max Planck Institute for Comparative and Private International Law in Hamburg (2011, 2017), Foundation for Polish Science (2006, 2007), the Edward Barry McDougall Memorial Scholarship (2005), Polish Ministry of Science and Higher Education (2012, 2016), Primus Inter Pares (2004). His book (monograph) was recognized as the best monograph on commercial and corporate law published in 2009 in Poland and granted “Gold Wings” award (2009). Authored more than 150 books and papers (particularly editor-in-chief of the Great Commentary to the Polish Private (Civil) Law (15 volumes already published, more than 18000 pages). Main areas of interest: contract law, company (corporate) law, business law, partnership law, succession law (last wills and testaments).

Lecture Summary:

There are two key aims of the presentation: 1) To discuss how corporate law should be amended – is introducing a new type of company as “laboratory” right?; and 2) To deal with some key company law innovations in practice – on the example of a Polish Simple-Joint Stock Company. The presentation provides a short overview of the regulation of the new Polish type of company in the comparative law context, with practical challenges in mind. This new type of company is supposed to address the needs of startups in particular. Four issues are discussed more thoroughly: 1) An optional model of corporate governance [the possibility to choose between a one-tier or two-tier system left to the shareholders]; 2) Types of Contributions [non-cash contributions are allowed, that is atypical for corporations]; 3) Share Capital [is flexible and not required to set up a company]; 4) Types of Shares [new types of shares: with unlimited voting rights, founder shares]; 5) Liability of Directors [introducing business judgment rule into a civil law jurisdiction, loyalty and care as express duties of directors, the question about the effectiveness of derivative claims]. 

*Note: This lecture contains the research results obtained in the course of research project No. 2020/37/B/HS5/02683, which was funded by the Polish National Science Centre.

Poster：