Abstract

The amendment of Art. 531 of the Commercial Companies Code ends the prolonged doctrinal and jurisprudential dispute as to the assessment of litigational consequences of the division of a shareholding company by spin-off. However, it dos no invalidate the arguments put forward therein. The legislator adopted the position that the company, which in the course of the proceedings for the right covered by the spin-off assets acquired part of the assets of the divided company, enters the proceedings for that right in lieu of the divided company without the need to get a consent of the opposing party. The amendment may be construed as a „normative confirmation” or a change of the hitherto applicable legal environment. The Supreme Court decision of 28 March 2019 adopted the former position.