On 10 July the Polish parliament passed new legislation on investing in certain categories of companies. Under the new rules investors who intend to take control of companies active in, among others, the energy and telecommunication sectors are obliged to obtain consent from the Minister of the State Treasury:
- An investor is obliged to seek consent before concluding any binding contract leading to a change in control over a company.
- Consent is also required if an investor takes over significant participation in a company. The new rules define significant participation as a situation when an investor achieves at least 20% of votes in a body governing the company.
- The state may refuse to grant consent if public security or public order is compromised by the planned transaction. The state should take a decision within 90 days of the notification. The decision may be challenged before an administrative court.
- A contract leading to change of control concluded without previous consent is void. If significant participation is achieved without clearance the investor is not entitled to exercise the voting rights attached to the acquired shares.
- Breach of the new law may lead to severe consequences for persons who were obliged to seek state consent. Breaking the law is punishable by up to 5 years in prison and a financial penalty of up to PLN 100 million.
A list of companies covered by the regulation will be published by the Minister of the State Treasury. The list may include any public or private companies active in the sectors specified by the regulation.
After the conclusion of the parliamentary proceedings the new law will be signed by the president and published before it enters into force. The law will enter into force 30 days after its publication.