Abstract

The existing regulation of the holding law in Poland has been the subject of criticism for many years due to its limited scope of regulation. For this reason, the legislator implemented the amendment of the Commercial Companies Code, which as of October 2022 will regulate the problem of holdings in a more comprehensive manner. In this article, the author presented the key solutions regarding the functioning of holdings introduced by the amendment and their potential impact on protecting the interests of minority shareholders and creditors of subsidiaries.Most important seems to be the institution of binding instructions issued to the subsidiary, which is aimed to improve the management of the holding by the parent company. The tool in its present form seems to be dangerous for minority shareholders and creditors of subsidiaries due to the risk of abuse of their own position by parent companies and may cause damage to the third parties of the subsidiary. The mechanisms of protection of these entities introduced by the amendment, providing for civil liability of the parent company or the possibility for minority shareholders to demand a compulsory buyout of shares, as well as the regulations already in force, do not fully secure the position of creditors and shareholders of the subsidiary. In this regard, in the future, the legislator should be expected to change the regulations of holding law, which will stipulate greater extent of the duty of loyalty of the parent company to other shareholders and to the creditors of the subsidiary.