Nowy mechanizm ochrony wierzycieli w połączeniach spółek typu side-stream (art.515 1 §2–3 k.s.h.)

The article presents anew mechanism for protecting creditors in certain side-stream mergers of companies. When one shareholder indirectly holds all the shares in the acquired company, and the merger occurs without granting any shares in the acquiring company, the parties use this method. It was introduced into the Commercial Companies Code on September 15, 2023, under the Act implementing Directive (EU) No. 2019/2121 of the European Parliament and the Council. On one hand, it follows the model of Article 496 § of the Polish Commercial Companies Code, which has already been presented in quite extensive literature and, on the other hand, is characterized by quite significant differences, and deserves a comprehensive discussion. This is even more so because the side-stream mergers of companies, which finally have specific regulations in Article 515 of the Polish Commercial Companies Code may become a vital type of intra-corporate reorganization.