Abstract

The article has two parts. The first one is dedicated to the activities of Prof. A. Szajkowski. The Professor is an outstanding expert in commercial companies law and intellectual property law. It should be noted that Prof. Szajkowski authored and co-implemented the concept of the Commercial Companies Code, and earlier coordinated works which led to the adoption of the law on inventions and industrial designs of 1972, which broke with the Leninist concept of gratuitous use of inventions and introduced licencing agreements in the socialized sector of the economy. The Professor was also originator of the idea to elaborate the Private Law System and editor of the volumes on intellectual property. The latter part of the article discusses the problem of passive representation of a shareholding company. In particular this concerns the disputable problem who a resignation from membership in the management board of a shareholding company is to be submitted to. The judicature of the Supreme Court is not uniform in this matter, and as of late several judgements have been passed which promote the so-called mirror principle according to which a resignation statement should be submitted to the body or person appointing a replacement. That solution, however, has no normative grounds and is contrary to Art. 205 § 2 and Art. 372 § 2 of the Commercial Companies Code. Neither it is functionally justified, since in certain cases makes it impossible to submit a resignation which should be done immediately. The author of the article notes that conflict within the management board, the supervisory board or the general meeting may not only delay the submission of a resignation, but may also prevent the performance of this legal act (e.g. because of the absence of a group of office holder or shareholders which makes it impossible for the body to accept the declaration due to the fact that there is no quorum.) Resignation should neither be submitted to the supervisory board or a representative appointed by a resolution of the general meeting (Art. 210 § 1 and Art. 399 § 1 of the Commercial Companies Code) since the above provisions refer to contracts rather than unilateral declarations of will such as the acts of resignation.