JŠK Legal Flash
The Chamber of Deputies approved the expected draft of an extensive amendment to the Business Corporations Act and other related acts
The amendment introduces changes in the corporate governance of capital companies, including issues of performance, establishment and termination of statutory board members, distribution of equity, the monistic system of internal management of joint stock companies or ensuring greater protection of the rights of shareholders and third parties. The amendment also seeks to clarify a number of legal and technical provisions. The text of the bill was delivered to the Senate and is now subject to its approval. Effectiveness is scheduled for 1 January 2021.
When in doubt, cadastral register records need to be verified, one cannot rely on good faith
The Supreme Court has recently decided under what conditions can a pledgee acquire the right of pledge ownership from pledger who is contrary to reality registered as the real owner in the cadastral register. Although common caution does not fundamentally include an obligation to take action to verify correctness of the record in the cadastral register, in this case the pledgee was aware of the circumstances that should have raised doubts about the correctness of the record. If such information is known to the acquiring person, one cannot invoke good faith in the cadastral register without verifying those circumstances. Those circumstances may include a notice of dispute, ongoing legal proceedings to determine property rights or other material facts, for instance material facts ascertained in the course of legal due diligence.
(Judgement of the Supreme Court 21 Cdo 4540/2018 of 25th June 2019)
Unified rules for increased protection of whistleblowers across the EU by 2021 at the latest
In early October, the Council of the European Union adopted a directive on the protection of persons who report breaches of Union law. Its purpose is to ensure a high level of protection for these persons in a number of sectors, including public procurement, financial services and AML as well as protection of privacy and personal data, both for whistleblowing within organisations and when notifying the public authorities. The directive obliges private and public organisations to establish secure channels for reporting infringements and taking follow-up action. Member States will also have to introduce regulations to prohibit any form of retaliation or attempts in this regard. Since the publication of the Directive in the Official Journal, Member States will have two years for its transposition.