Abstract

Under the International Private Law Act of 1965 Polish legislation lacked the regulations concerning the law appropriate for cross-border merger of legal entities, including commercial companies. At present, however, upon the coming into force of the new bill -- the International Private Law Act of 4 February 2011, those issues are clearly regulated in Art. 19.2 of that Act. In recent years norms of competence relating to cross-border mergers were also adopted in the EU law -- under the Tenth Directive on cross-border mergers of limited liability companies of 26 October 2005. Those norms are binding for Polish legislation, and their implementation to the Commercial Companies Code took place in 2008. However, both the manner of transposition of the substantive provisions of the Directive, as well as the new regulation of Art. 19.2 of the International Private Law Act give rise to doubts in the doctrine. This article discusses the latter of those issues, namely the evaluation of Polish conflict-of-law provisions relating to cross-border mergers of companies.