HRlaw.pl

28 August 2023

The President signed the Act on Employee Participation in a Company Arisen from a Cross-Border Conversion, Merger or Division of Companies, dated 26 May 2023.

The following are the most important issues that this Act resolves:

  1. Employees will be able to participate in a company that arises from a cross-border conversion, merger or division of companies through:
    • the right to designate, elect or recommend a specified number of members to the supervisory board or board of directors,
    • the right to oppose the designation of some or all members of the supervisory board or board of directors.

  2. The Act envisages two models for implementing employees’ rights:
    • before the company has been formed as a result of a cross-border transformation, through a special negotiating team and under terms set out in an agreement,
    • following the formation of the company as a result of a cross-border transformation, with the support of a representative team and under rules that follow directly from the Act’s provisions.

  3. The Act contains also provisions that govern the protection of employment of employees who are members of a special negotiating team or representative team and members of a supervisory board or board of directors who are the employees’ representatives. The employer will not be able to terminate or cease the employment of such a person, or unilaterally change the terms and conditions of their work or pay to their detriment, without the consent of the management board of the workplace trade union representing the employee, if the employee is represented by a trade union at the workplace, but if the employee is not represented by a workplace trade union, without the consent of the regional labour inspector with jurisdiction for the employer’s registered office.

The new provisions will enter into force on 15 September 2023.

The Act implements two EU Directives into Polish legal order:

  • Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law, and
  • Directive (EU) 2019/2121 of the European Parliament and of the Council amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions of companies.

The text of the Act is available here >>>

 

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