Abstract

A discussion has been going on for several decades now in the foreign legal doctrine concerning the pros and cons of various organizational models of joint-stock companies. The studies are driven by corporate scandals, the sources of which are sometimes seen in the systemic features of a given order of the governing bodies – both in the one-tier and the two-tier model. The corporate governance reforms undertaken as a response to the crisis are aimed at removing the shortcomings of a given model, which ultimately leads to greater convergence of various systems. At the same time, there is a drive visible in the national legislations of continental Europe to create a flexible legal framework allowing the companies to choose between various systems and adapt the organizational structures best suited their needs. The discussion on the reform of the legal framework of corporate management and supervision has been gradually seeping in also to Poland. Two years ago, the Civil Law Codification Commission’s team for the reform of the company law started the initial studies aimed at drafting the one-tier system regulations alternative to the two-tier model model deeply rooted in the tradition of the Polish law. Also the need for modernizing the latter model to accommodate the postulates of a modern corporate governance and practical requirements has been analysed. The authors of this article provide their own review of selected issues relating to those plans.