Publication date: February 18, 2025
The classically understood merger and acquisition in Polish legal doctrine concern issues closely related to private economic law. In the classical understanding of these concepts, a merger is a combination of two or more companies as a result of which they create one entity. A takeover also occurs in the Polish legal system, but this institution differs from a merger. As a result of a takeover, no new legal entity is created, and the acquiring company gains control over the assets and activities of the acquired company. Both institutions are regulated by the Commercial Companies Code, where both of these institutions are regulated in Title IV of the aforementioned code. The M&A can also be understood more broadly, as the purchase of technology or organised part of the enterprise.
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Publication date: February 17, 2025
What is user tracking and how common is it?
Tracking users online is a complex process of collecting and analyzing data about Internet users’ online activities. This includes monitoring websites visited, interactions with content, search terms, and other actions taken online. The main goal of this process is to create detailed user profiles that allow for content personalization, precise advertising targeting, and in-depth analysis of consumer behavior. Online tracking methods are based on many techniques, such as:
a/ Cookies: These are small text files saved on users’ devices by visiting a website. They enable remembering preferences and tracking movement between websites. Using this type of file allows maintaining the user’s session of the website after logging in, so that the user does not have to re-enter their login and password on each subpage. The types of cookies currently used are temporary files and permanent files. Temporary files are stored until the page is closed, and permanent files are stored for a specified period of time specified by the parameter contained in the “cookie” file. Currently, web browsers include an option that allows the user to clear cookies.
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Publication date: February 17, 2025
EORI – basic information
EORI, or Economic Operators Registration and Identification, is a system for identifying economic operators used in the European Union to streamline and standardize customs procedures and ensure effective control of operations related to international trade. The introduction of the EORI number results from EU regulations governing the functioning of trade in goods with third countries and is a key element of EU customs policy.
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Publication date: February 17, 2025
Definitions and types of defects that may burden movable property
A work of art, or a commodity that is the subject of trade may be subject to two types of defects, in accordance with the provisions of the Civil Code: a physical defect or a legal defect (5563 § 1 of the Civil Code). The defect of a sold item consists in the transfer to the buyer of an item that is not in accordance with the contract. Physical defects are based primarily on the lack of properties that such a thing should have due to the purpose specified in the contract or resulting from circumstances or intended use; lack of properties that the seller assured about; the impossibility of using the item for the purpose that was presented to the seller when concluding the contract and he did not raise any objection to such intended use; delivery of the item in an incomplete state and incorrect installation and start-up, if this was done by the seller or a third party for whom he is responsible, or by the buyer acting in accordance with the instructions received from the seller. These cases are only examples, in accordance with art. 5563 § 1 of the Civil Code, any inconsistency of the sold item with the contract is a physical defect, UNLESS it is a legal defect. Legal defects, which are usually less common, are also more difficult to resolve, as it is not enough to send the buyer a missing part or repair a broken table leg, as they are based on the legal status of the sold item – ownership, restrictions on use or disposal of the item; encumbrance of a third party right or non-existence of the right. Civil law allows the buyer, in the event of one or both types of defects, to submit a declaration of a price reduction or withdrawal from the contract. The seller undertakes to deliver a non-defective item for a specified price, so if he fails to fulfil his obligation, he should be held liable.
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Publication date: February 17, 2025
A consignment agreement is a specific type of civil law agreement, regulated in the Polish Civil Code in articles: 765–773). In the context of the art market, it plays an important role, because it allows transactions to be carried out between the owner of the work and the client through the consignment entity. Particular attention should be paid to the specifics of taxation of these transactions, where a VAT margin invoice is used.
Construction of a consignment agreement
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