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Grabalski, Kempiński i Wspólnicy advised VGL Solid Group sp.z o.o. in the transaction of joining the Company to the Ligentia Group

VGL Solid Group is a leading Polish logistics operator, operating on the market since 2000. It offers a full portfolio of services in the field of sea, air and road forwarding as well as transport and supply chain management.

Ligentia is a British company with a global reach, with over 25 years of experience in supply chain management, with advanced technology supporting these processes. It has offices and distribution centers in, inter alia, Great Britain, Hong Kong, Vietnam, China, Australia and the USA.

After completion of the investment, VGL Solid Group will become part of the global structure of the Ligentia Group.

Support for VGL Solid Group was provided by PwC, Skadden, KPMG and GKW, while Ligentia Group was supported by Rothschild, DC Advisory, Squire Patton Boggs, KPMG, Roland Berger and Addleshaw Goddard.

Arkadiusz Grabalski, Marek Kempiński and Justyna Fedyszyn conducted the transaction on the part of GKW law firm.

More information:

https://www.vgl-group.com/strategiczna-integracja-vgl-solid-group-i-ligentia-group

https://www.ligentia.com/news/ligentia-announces-agreement-to-combine-with-vgl-solid-group/

On May 27, 2022, the Act of April 28, 2022, amending certain acts in connection with the development of public ICT systems entered into force, which introduces another change in the field of electronic delivery.  E-service for companies and legal entities was to start on July 5, 2022, however, this obligation was postponed again. This time, the legislator did not provide for a specific deadline for their introduction, however, introduced a certain time limit – e-deliveries will enter into force no later than January 1, 2024.

The obligation to have an e-delivery address has been linked with the announcement by the Minister responsible for IT development of a statement in the Journal of Laws on the date of implementation of technical solutions enabling the delivery and receipt of electronic correspondence or its hybrid form. This announcement is to be made no later than 90 days before the indicated date. Companies and legal entities are to be obliged to fulfill the obligation to have an address for electronic delivery within 3 months from the date indicated in the Minister’s announcement.

 

Our article on the amendment to the act on electronic e-delivery of November 15, 2021:

Amendment to the Act on electronic delivery

On October 13, 2022, the amendment to the Commercial Companies Code enters into force, which, in addition to the broader issue in the form of holding law, also introduces a small but important and long-awaited change in the calculation of the term of office of a member of the management board and supervisory board in capital companies.

The legislator noticed that the method of calculating the term of office of a member of the body gives rise to discrepancies in the doctrine and is the subject of many judgments by courts, and therefore decided to definitively regulate the above issue. It requires that this change applies not only to members of the governing bodies of limited liability companies who will be appointed after the amendments come into force but also to members who already held a mandate before October 13, 2022.

The amendment stipulates that the terms of office of members of the management board and supervisory board are to be calculated in full financial years – unless the company’s articles of association or deed provide otherwise. The above dispels doubts as to whether the term of office should be calculated according to the calendar or financial years if the articles of association or deed do not provide otherwise in this respect. Thus, for example, if a member of a body was not appointed on the first day of a given financial year but the following days or months, then this year is not included in the term of office – as it is calculated in full financial years.

On the website of the Government Legislation Center, a bill amending the Labor Code, introducing the regulation of remote work, has been published.

The proposed regulation provides that:

/  remote work may be entrusted at the request of the employer during a state of emergency, epidemic threat and epidemic, and within 3 months after their end, as well as during the period in which, due to force majeure, it will temporarily be impossible to ensure health and safety conditions at the workplace; the condition is, however, obtaining the employee’s declaration that he/she has the premises and technical conditions to perform remote work;

/  at the request of some groups of employees for remote work (e.g. pregnant employees, a parent raising a child under 4 y.o.), the employer will be obliged to agree to work remotely, unless it is not possible due to the organization of work or the type of work performed by the employee;

/  the employee will be required to submit a statement confirming that the remote work position in the place indicated by the employee and agreed with the employer ensures safe and hygienic working conditions;

/  an employee working remotely is to be able to stay on the premises of the workplace, contact other employees, and use the employer’s premises and equipment, as well as corporate social facilities and social activities;

/  the principles of performing remote work are defined in an agreement agreed with the trade unions or employees’ representatives, and if no agreement is reached, the employer shall establish the regulations of remote work;

/  the employer will be obliged to: (i) provide the employee performing remote work with the necessary materials and work tools, (ii) cover the costs related to the installation, servicing, operation, and maintenance of these tools, (iii) cover the costs of electricity and necessary telecommunications services, (iv) provide the employee with the necessary training and technical support; for the use of own equipment, the employee will be entitled to a cash equivalent;

/ the bill also provides for the regulation of the employer’s new obligations in the field of health and safety (it will be necessary to perform anoccupational risk assessment regarding remote work, collecting a health and safety statement from the employee), and specifies the rules of conduct in the event of an accident at work;

/ the employer will have the right to control the performance of remote work by the employee, including in the field of health and safety and compliance with personal data protection procedures, on the terms set out in the agreement, regulations, instruction, or agreement concluded with the employee.

The bill has been referred to the Legal Committee. After consultation, it will be referred to the Sejm.

According to the assumptions of the bill, the regulation of remote work is to enter into force after 3 months from the end of the epidemic throughout the territory of Poland.

The website of the Government Legislation Center has published a new bill amending the Labor Code and the Act on Upbringing in Sobriety and Counteracting Alcoholism, which is to regulate the conduct of preventive sobriety checks for employees.

Inspections will be allowed if it is required for the protection of the health and life of employees or other persons, or property protection.

The proposed regulation provides that:

/  the control will be carried out by the employer for the presence of alcohol in the body, using a method that does not require laboratory tests, with respect for the dignity and other personal rights of employees;

/  the obtained data will be stored for 1 year or longer, if securing them is necessary for proceedings or documenting order penalties;

/  the control rules and the groups of employees covered by the control will have to be specified in a collective labor agreement, work regulations, or a notice;

/  the employer will be able to select occupational groups subject to the sobriety test;

/  the Labor Code will introduce a procedure to be followed in the event of a positive result of a sobriety test or a justified suspicion of the employee’s insobriety, which is the same as the practice so far: an intoxicated employee will not be allowed to work, and at the request of the employer or employee, the authorized body should additionally verify his/her sobriety;

/  a similar regulation will apply to agents that act similarly to alcohol;

/  the detailed requirements for the test procedure and the list of agents acting similarly to alcohol will be regulated in the implementing rules, the draft of which has not yet been published;

/  the regulation will also apply to persons under civil law contracts and self-employed persons.

The bill has been referred to the Legal Committee. After consultation, it will be referred to the Sejm.

 

The GKW Law Firm represents employers in processes initiated by employees in connection with the disciplinary termination of an employment contract or the imposition of an order penalty following a refusal to submit to a sobriety test.

The proposed regulation is particularly important in view of the positions of government administration bodies [The President of the Personal Data Protection Office] that employers cannot independently carry out sobriety checks of employees, including random checks.

Regulating the principles of preventive inspections will enable employers to enforce the obligation to submit to inspections by employees and will protect employees’ rights regarding personal data processing and respect for their dignity.