Białostockie Studia Prawnicze są kwartalnikiem wydawanym przez Wydział Prawa Uniwersytetu w Białymstoku ukazującym się od 2006 r. Poszczególne zeszyty mają charakter tematyczny i obejmują publikacje z różnych dziedzin prawa skupione wokół zagadnienia głównego. Poruszane są w nich aktualne problemy z zakresu prawa. Autorami publikacji są zarówno teoretycy jak też praktycy z kraju i z zagranicy. Wszystkie teksty publikowane w BSP są recenzowane. W czasopiśmie publikowane są artykuły naukowe, recenzje monografii naukowych i glosy. Artykuły są publikowane w języku polskim i angielskim. BSP ukazuje się w wolnym dostępie (open access). Oznacza to, że cała zawartość czasopisma jest dostępna nieodpłatnie dla użytkowników, w tym instytucji. Białostockie Studia Prawnicze zostały ujęte w Wykazie czasopism naukowych i recenzowanych materiałów z konferencji międzynarodowych opublikowanym przez Ministerstwo Edukacji i Nauki. Czasopismo otrzymało w wykazie 140 pkt.
Wydział Prawa Uniwersytetu w Białymstoku
The Openness of Commercial Proceedings and the Digitisation of Civil Proceedings
The principle of openness is a guiding principle of the organisation of justice; the right to an open hearing of a case, inter alia a civil case, is a human right, although not an absolute one. Therefore the digitisation of the civil process should not affect this right. All forms of digitisation are in practice really concerned with the technical and not the substantive aspects of the proceedings. Technical innovations aimed at improving the civil process should be introduced primarily in commercial cases; in the digital age, this does not infringe on the right to a court. Before attempting to apply artificial intelligence to the adjudication of court cases (if that is really possible), it would be advisable first to completely digitise the civil process, especially commercial proceedings.
Copyright (c) 2025 Bialystok Legal Studies
Unseen Influence: Computational Propaganda, Free Elections, and the Reluctance to Seek Judicial Remedies in Poland. Evidence from AI-Assisted Case Law Analysis
The Polish electoral system adheres to the principle of free and fair elections. This principle has a defined content, and its backbone remains access to truthful information and the free shaping of opinions about a candidate or an issue put to a referendum. However, the enormous increase in computational power and the associated development of artificial intelligence have caused electoral competition to become highly aggressive; it no longer avoids false information, messages appealing to negative emotions, or calls for violence. Very Large Online Platforms’ predictable abdication of their role as moderators of public debate leads to the question: How can or should public authorities protect integrity and freedom of participation from abuse in the era of digital constitutionalism? Should we rely on a litigation system where the initiative comes solely from the participant in the electoral process, or should we also include the regulatory power of the electoral administration? What picture of electoral campaigns is provided by Polish jurisprudence concerning electoral disputes
The Right to (Not) Make an Electronic Will: The Case of Nevada
In 2001, the US state of Nevada became the first in the world to issue regulations directly introducing electronic wills into the legal system. This article provides a brief historical overview of this regulation, as well as the practice of preparing them (or rather the lack thereof) for many years after their introduction. In July 2019, the Uniform Law Commission (Electronic Wills Committee) completed work on the framework for the Uniform Electronic Wills Act, which can be easily adopted by all states. This Act covers the basic regulations necessary for preparing electronic wills, omitting the more controversial and extensive ones found in the Nevada Revised Statutes and leaving states free to choose some of the proposed solutions. The approval of the Uniform Electronic Wills Act and the emergence of the COVID-19 pandemic and the associated isolation undoubtedly contributed to the increased interest of state legislatures in electronic wills, as well as the acceleration of work on related legislation. The possibility of witnesses participating in the preparation of a will without being personally present but rather using remote attestation using audiovisual communication turned out to be particularly attractive. The list of states explicitly regulating the form of electronic wills has begun to grow, and at the same time, mentions of the first electronic wills being prepared have begun to appear.
The Legal Entity Identifier and Legacy Systems: Harmonisation, Interoperability, and Balance in Digital Governance
This article examines the Legal Entity Identifier (LEI) as a cornerstone of contemporary digitalised governance. Originally introduced in response to the 2008 financial crisis to address systemic opacity in financial markets, the LEI has since evolved into a global public-good infrastructure that enables interoperability, transparency, and accountability across jurisdictions and sectors. This study investigates the extent to which the LEI can be effectively implemented in Poland and the European Union, and what legal, institutional, and economic barriers constrain its universal adoption. The research employs a multi-method design, combining doctrinal and comparative analysis with empirical evidence from European supervisory projects (the EIOPA, ESMA, ECB, and EBA) and a Polish case study conducted under an NCN project on tax administration. Findings confirm that the LEI strengthens systemic risk monitoring, audit quality, and SME participation in global trade, but also reveal persistent barriers, including renewal costs, administrative burdens, and fragmented domestic identifiers. The analysis identifies four pillars of reform – universality, interoperability, continuity, and public co-financing – necessary to embed the LEI within governance systems. Comparative lessons from the United States and Japan demonstrate that statutory identifiers can extend beyond finance and support innovation while oversight is maintained. The article concludes that only by recognising the LEI as a structural component of digitalised governance can its transformative potential for transparent, resilient, and inclusive public administration be fully realised.
Legal and Ethical Issues Related to the Use of Artificial Intelligence in the Field of Justice
The rapid development of artificial intelligence (AI) has created many opportunities in various areas of human life, such as facilitating healthcare and education, improving production processes and creating labour efficiencies, or enabling human connections through social media, to name a few. Even though AI technology can be of excellent service to humanity, it also risks embedding biases which result in discrimination and inequality, as well as violations of human rights and fundamental freedoms, which, not surprisingly, raise numerous legal and ethical concerns. Given these issues, this paper endeavours to provide some insights into the application of artificial intelligence in the judiciary and to answer some questions which might be posed in this context: Are AI algorithms capable of simulating judicial decision-making? Can legal and ethical standards characteristic of the judicial function be maintained when AI tools are employed in the field of justice? The main highlights of the paper refer to the shaping of the legal framework in the AI area, compliance with ethical guidelines and recommendations, and risks and biases created and embedded by AI algorithms, as well as the issue of transparency towards both parties and the public, and in the area of AI algorithmic reasoning and methods. The paper concludes with some examples of national case law from courts’ decisions on AI from five EU Member States, which provide specific case background for the issue in question.
The Right to Privacy and the Obligation to Transfer and Authenticate Personal Data through the Internet: Conflicting Issues
Contemporary legal and commercial solutions practised by various types of businesses are associated with a definition of precisely specified obligations imposed on the actors of the indicated activities (natural persons, legal persons and other legal entities). This also includes an obligation to perform specific actions only (or in parallel) electronically, including the implementation and application of top-down (authoritative) authentication processes, defined by legislation and by commercial entities. In practice, there is a lot of controversy concerning both the necessity of such solutions and the definition of the nature and scope of protection of the rights of individuals who are obliged to transfer certain information in this way. This is not only about minimizing the possible liability of the specific actor who obtains this type of data (the administrative body, institution or entity, e.g. an entrepreneur) for its loss and/or improper use, but in general about justifying the necessity of this type of obligation. Analysis of these issues will be presented as part of a substantive study considered in the light of limits for protecting the right to privacy.
The Development and Implementation of the Right to Disconnect in Different Jurisdictions
This article examines the development and implementation of the right to disconnect in selected jurisdictions, with particular attention to its legal foundations and its implications for employee well-being, productivity, and work–life balance. The central hypothesis is that explicit statutory regulation, supported by organizational practice, provides stronger protections for workers than reliance on general working-time provisions alone. The study applies doctrinal, comparative, historical, and socio-legal methods, and incorporates insights from a small-scale survey of remote workers. The analysis shows that while France and Italy have introduced comprehensive legislative frameworks, other countries, such as Romania and Japan, continue to rely primarily on working-time limits, and Canada is moving towards a mixed federal–provincial model. The article concludes that sustainable implementation of the right to disconnect requires not only statutory safeguards but also collective bargaining, cultural change, and sector-specific adaptations.
Digital Coercion? The Financial Market and the Right to Digital Opt-Out between Fiction and Reality
This article examines the challenges that digitalisation poses for the regulation of contemporary financial markets and the implications for individual freedom. The financial sector demonstrates how ‘digital coercion’ can threaten the right not to use technology, raising questions about the balance between protecting citizens’ rights and enabling participation in a digitalised economy. The focus is on how technological development, especially artificial intelligence (AI), affects everyday interactions with financial systems and whether individuals still have a genuine choice to remain outside digital frameworks. The analysis relies primarily on the dogmatic-legal method, complemented by axiological reflection and critical legal perspectives, to reveal tensions between existing regulations, constitutional values and human rights. Digital coercion occurs when opting out of technology is no longer practically possible, particularly in finance where alternatives diminish as digital tools dominate. While it may be theoretically possible to avoid financial technology, doing so risks exclusion from essential functions such as accessing credit or managing finances. EU regulations like the AI Act, MiCA and DORA reinforce this process, promoting and effectively enforcing digitalisation while limiting the right to digital opt-out. Although these frameworks aim to safeguard privacy and freedom, in practice technologies and algorithms increasingly shape financial markets, often in opaque ways. In line with Lawrence Lessig’s notion that ‘code is law’, algorithms become de facto lawmakers, establishing norms that constrain free consumer choice. Consequently, the right not to use technology becomes largely illusory when access to fundamental services depends on technological infrastructure.
The Limited Use and Non-Use of Digital Tools and Technologies in the Activities of Political Parties in Poland
This article examines selected causes and manifestations of a limited use or outright non-use of digital technologies and tools by political parties in Poland. The analysis focuses on key areas of party activity within the digital ecosystem, particularly internal dimensions such as membership, party financing, internal e-voting, and decision-making processes. The research design combines a review of the existing literature, critical analysis of primary sources (including party websites and statutes), and original data derived from an expert survey.
The (In)Admissibility of the Use of Neurotechnology in the Workplace
Neurotechnology, together with the rapid development of artificial intelligence, opens up a world of almost infinite possibilities. It is also finding applications in the work environment. Despite the undoubtedly positive effects of the use of neural tools in the workplace (the possibility of improving work efficiency, enhancing the health and safety system, or risk management), they bring obvious threats to the dignity, privacy, psychological privacy, and other personal assets of the worker. There is no doubt that technological progress will redefine human life, may significantly affect social relations as we have known them so far, and will give rise to unprecedented consequences for human rights. It is therefore legitimate to ask whether the existing legal regulations are a sufficient response to these challenges, or whether it is nevertheless necessary to amend the regulations or enact a new law.
Working Time and the Right to Be Offline: Analysis in the Light of the Concept of Non-Use of Technology in Polish and EU Law
The development of technology undoubtedly affects the way work is performed. New digital tools significantly influence the performance of work, on the one hand introducing flexibility and new opportunities, but also leading to the blurring of boundaries between the professional and private spheres. The increasingly widespread use of digital tools – including communication and monitoring applications – creates new challenges in the area of employee privacy protection and the realization of the right to rest. In this context, growing emphasis is placed on the concept of non-use of technology, which denotes the right to refrain from using technology in the name of autonomy and well-being, as well as on the right to disconnect, understood as the employee’s entitlement to be unavailable outside working hours. Both concepts complement each other and may constitute an element of employee rights protection. The aim of this study is to present the essence of the right to disconnect and its connection with working time and the right to rest, as well as to indicate the extent to which EU and Polish regulations provide protection against the culture of permanent availability. The analysis encompasses legal acts, case law, and scholarly literature, which allows for an assessment of whether the right to disconnect should be regarded as an instrument supplementing traditional labour law provisions in the context of advancing digitalization.
Human Rights and Digital Choice: Rethinking the Right (Not) to Use the Internet
As digitalization permeates nearly all areas of life, access to the internet has become essential for the exercise of numerous human rights, including freedom of expression, access to information, and participation in public life. However, the growing expectation to engage digitally may undermine individual autonomy, especially when access to fundamental services or legal entitlements depends on being online. This article examines the underexplored concept of the right not to use the internet as a human rights issue. It argues that digital non-use – whether by choice, necessity, or circumstance – must be recognized as an aspect of informational self-determination rooted in the principles of dignity and autonomy. While access to the internet facilitates other rights, the freedom to disconnect is equally essential to prevent new forms of exclusion, coercion, and surveillance. Drawing on evolving interpretations of existing rights – particularly the rights to privacy, freedom of expression, and non-discrimination – the paper proposes that digital autonomy requires protecting both positive and negative dimensions: the right to use the internet and the right not to use it. It hypothesizes that formally recognizing a ‘right to digital non-use’ as a separate human right faces significant challenges in highly digitalized societies, while the existing European human rights framework is sufficiently robust to protect this right. The analysis supports both hypotheses.
The Right to Access the Internet, the Right Not to Use the Internet, the Right to Be Offline and the Right to Privacy: Is a Multiplication of Human Rights a Remedy for Their Effectiveness?
The research objective of this study is to address the need for scientific interest in categories that are somewhat overshadowed by analyses dedicated to internet access, namely the categories of not using the internet and being offline, and their possible conceptualisation within the framework of the next human rights, in order to then refer to the longer history of human rights and the established status of the right to privacy. The leading research perspective is that of human rights, which has allowed important questions to be asked in the context of the intensifying phenomenon of the multiplication of rights. In this context, is moving towards a standardisation of the right to access the internet, the right not to use the internet and the right to be offline justified and, as such, is it confirmed in the axiologically conditioned protective function of law? Does the multiplication of rights not undermine the effectiveness of their protection mechanisms and obliterate the values underlying them and the scope of their protection? Should the well-established right to privacy shape the content of the right to access the internet, or on the contrary the right not to use the internet or the right to be offline, even if one wants to recognise them as having a postulatory character de lege lata?
The Constitutionalization of the Internet and the Right to Non-Use
The author discusses the phenomenon of non-use, defined as a conscious refusal to use the internet, and its constitutional justification. She defends the thesis according to which an individual’s decision not to use the internet, and thus electronic communication, may have a constitutional background. It is also discussed that the traditionally understood principle of freedom of form should not be subject to an exception that makes the effectiveness of administrative proceedings dependent on their performance electronically, especially through an ICT system. This constitutionally guaranteed right cannot be hindered by a lack of or deficiency in the necessary statutory regulations. The introduction of a procedural regulation about the right not to use the internet within the laws on administrative and tax proceedings is postulated.
The Right Not to Use the Internet and Protection against the Digital Divide: Some Preliminary Remarks
This article discusses the concept of the so-called ‘right not to use the internet’ in the context of the digital divide. Multiple measures, undertaken at national and supranational levels with the purpose of ensuring the digital transition, have led to the expansion of the online sphere. At the same time, and despite the continuing commitments of public authorities to strengthen digital accessibility, the number of people deprived of full access and the capacity to use new information and communication technologies remains relatively high, even within developed countries. Furthermore, the current digital revolution undermines freedom of choice regarding internet use, imposing a de facto obligation to be constantly online. The authors argue that the concept of the right not to use the internet may serve as a compelling argument when making policies to counteract any digital inequalities and to preserve the fundamental freedom of choice, including the freedom to be offline.
Contracts for the Supply of Digital Content or Digital Services: Considerations of Their Legal Nature
Chapter 5b of the Consumer Rights Act covers the regulation of contracts for the supply of digital content or a digital service, which is the result of the implementation into the Polish legal order of Directive (EU) 2019/770 of the European Parliament and of the Council of 20 May 2019 on Certain Aspects of Contracts for the Supply of Digital Content and Digital Services. This regulation brings up a number of legal issues, some of which are considered in this study. First and foremost is the question of whether a separate type of contract (in addition to, for example, a sale, exchange or donation contract) has been identifi ed in this way. In view of the conclusion that we are only dealing with a certain class of contracts in this case, the question of what criteria determine inclusion in this category will be analysed, as well as the question of how to distinguish a contract for the supply of digital content from a contract for the supply of digital services. The study also includes a consideration of what type of named or unnamed contracts fall into this category.
Can a National Financial Supervisor Support the Development of the Fintech Sector? Innovation Hubs as a Tool for Supporting Innovation: The Examples of Poland, Estonia, and Italy
This article aims to examine one of the primary tools utilized by national financial supervisors to support innovative projects in the fintech sector. The analysis focuses primarily on the Innovation Hub established by the Polish Financial Supervision Authority (KNF), with additional insights provided from similar initiatives in two other European countries, Estonia (Finantsinspektsioon) and Italy (Bank of Italy). The article is further enriched by examples from other European Economic Area supervisors. The study seeks to address the question of whether national fi nancial supervisors can eff ectively support innovative projects through instruments such as innovation hubs.
The Public Administration of the Financial Market towards Innovation: Innovation Hubs, Regulatory Sandboxes and Other Special Regulatory Institutions of Innovation
The digitalization of products and services on the financial market creates new challenges for public authorities administering this area. Th e Polish Financial Supervision Authority (PFSA) has been legally obliged to take care of the security of the market and at the same time support the innovation of it. Currently, innovation is strongly related to digitalization. Th is means that the PFSA has had to fi nd legal and organizational solutions to fulfi l these obligations. Th is article presents an argument indicating the contradiction between security and innovation. It then discusses solutions that allow the maximization of both security and innovation in the fi nancial market. Th ese solutions were developed in the administrations of highly developed fi nancial markets and have already been transferred or can be transferred to the practice of the PFSA. On the basis of the British solutions, the article gives the examples of and discusses the most important solutions, collectively referred to as special regulatory institutions for innovation, i.e. innovation hubs, regulatory and digital sandboxes and innovation pathways.
The Concept and Legal Basis for a New Approach to Registers: ‘Register 3.0’
This article introduces the authors’ original concept of ‘Register 3.0’, a modernized model of public registers designed to meet the demands of the evolving European digital economy and the increasing algorithmization of law. In the context of signifi cant regulatory developments in the European Union, particularly the adoption of the eIDAS2 Regulation, the authors emphasize the urgent need to reformulate the architecture and function of public registers. Register 3.0 is envisioned as an interoperable, automated, and highly secure data system, built upon cutting-edge technologies. A central component of this concept is datafi cation, understood as the real-time and automatic acquisition of data from reference sources without the need for manual processing. Th e article presents a comparative analysis of three generations of registers: traditional data repositories (Register 1.0), interoperable systems with partial automation (Register 2.0), and advanced registers integrated with algorithmic legal frameworks (Register 3.0), capable of issuing legal decisions and initiating cascading legal consequences autonomously. Th e authors discuss the possibility of embedding legal rules within algorithmic architecture – a process referred to as ‘crypto-law’ – where traditional legal norms are encoded directly into secure digital environments, thus enabling fully automated legal and administrative processes. Furthermore, the article explores practical applications of this concept, such as the Unified Business Registry system in Dubai, as proof of the feasibility and eff ectiveness of Register 3.0 in real-world scenarios. By examining the legal, technological, and institutional prerequisites for implementation, the authors argue that Register 3.0 not only supports the automation of state functions and judicial systems but also serves as a foundation for next-generation legaltech solutions. Th e study opens the door to further interdisciplinary research on adapting European legal frameworks to accommodate these innovations, positioning Register 3.0 as a cornerstone of future digital governance.
Generative AI in International Trade Law: Navigating Opportunities and Challenges
The subject of this article is an analysis of the impact of generative AI (GenAI) on international trade law, from the perspective of both the threats and the opportunities of integrating GenAI into international trade. It addresses topics including intellectual property law, international trade law principles, information security, trade negotiations, contracts, competition, liability and AI ethics. The authors employ a holistic approach, examining numerous applications of GenAI in international trade. They conclude with how the international legal framework for GenAI may help people navigate challenges and seize opportunities to benefi t international trade.
AI in the Banking Sector: Lessons from the Schufa Case
The advent of Artificial Intelligence (AI) has opened many opportunities and, equally, has brought many challenges. Th is is also true for the banking sector, as the Schufa case attests. Th e purpose of this paper is to examine the CJEU’s decision in the Schufa case regarding AI use within the banking sector and its legal implications. Th is case questions recent practices concerning credit scoring and demands more robust protection of individual rights and a more accountable use of AI in the fi nancial sector. Th e ongoing dependence of banks on automated decision-making to assess the creditworthiness of their clients raises important questions about transparency and fairness regarding the outcomes of such assessments. Th e paper offers an analysis of the GDPR, namely Article 22(1), and the criteria for automated decision-making clarified in the Schufa case, particularly in situations that fall outside the scope of the GDPR.
Digital Currency in the Context of the Czech Financial System: Legal and Regulatory Challenges for a Two-Tier Banking System
Central bank digital currencies are a topic that is currently receiving increasing attention. It is a type of money that brings signifi cant innovations to the fi nancial system. Because of the development of cryptoassets and their alternatives, states are also considering the possible introduction of digital currencies into their legal systems. However, the very defi nition of digital currency by central banks and the variety of diff erent types of currency are challenges to its introduction. In addition, many jurisdictions do not currently allow for the introduction of these digital currencies and require some revision. Th is article aims to assess the Czech legal framework around the possibility of introducing central bank digital currencies in the Czech Republic. Th e authors also address the legislative challenges associated with implementing central bank digital currencies in general and specifi cally concerning the Czech Republic. The stated objective is achieved through scholarly methods of primary and secondary data analysis, followed by a comparison of starting points in diff erent countries.
AML Supervision of Cryptoassets since 30 December 2024: Changes to Directive 2015/849 Introduced by Regulation 2023/1113
Th e aim of this article is to take a closer look at the most important changes to EU AML supervision of cryptoassets introduced to EU Directive 2015/849 by EU Regulation 2023/1113. Th e analysis leads to the thesis that as of 30 December 2024, this supervisory landscape has been signifi cantly remodelled. Th ere have been changes to the subject of supervision, the scope of supervised activity, entity modifi cations and licensing requirements. Th ese changes are aimed at tightening AML supervision over cryptoassets. The considerations made also allow us to state that the EU legislation perceives the MiCA regulation as a legal act of a systemic nature for a new class of assets, i.e. cryptoasset
The Application of the DLT Pilot Regime in the Polish and French Legal Systems: A Comparative Analysis
Th is article addresses the issue of applying the DLT Pilot Regime Regulation in the realities of national legal orders. Th e Polish and French legislation is analysed, using the dogmatic and comparative legal methods. Th e main objective of the article is to attempt to answer two questions: fi rstly, whether the scope of application of the DLT Pilot Regime Regulation allows the use of the potential of blockchain technology on the EU fi nancial instruments markets, and secondly, to what extent it is possible to apply the solutions provided for in the DLT Pilot Regime Regulation in the realities of national legal orders. Th e following theses are put forward in the study: fi rstly, the scope of application of the Regulation has been excessively limited and does not allow the use of the full potential of distributed ledger technology on fi nancial markets. Secondly, in the case of the Polish legal system, even the amendments to the legal provisions introduced in connection with the entry into force of the Regulation do not allow the full application of the solutions provided for therein. Solutions that guarantee the possibility of a wider use of tools available on the basis of the DLT Pilot Regime Regulation are provided for in the French legal system. The study shows that these are solutions that could be considered by the Polish legislature.
The Model and Means of Direct Protection of the Individual Rights of Buyers and Holders of Cryptoassets in Polish Law
Th e legal basis for investigations into the model and means of direct protection of the subjective rights of buyers and holders of cryptoassets in Polish law is the provisions of the MiCA Regulation and the provisions of the Polish Act on Cryptoassets, assuming that the draft law will be adopted in the form known on 31 December 2024. Summarizing the normative solutions already in force and planned in Polish law which are devoted to the means of direct protection for the subjective rights of purchasers and holders of cryptographic assets is a source of limited optimism. In the current legal situation, the model of protecting the subjective rights of buyers and holders of cryptographic assets is not eff ective, and the means of direct protection of these subjective rights are not suffi cient or fully eff ective.
The Right to a Cryptocurrency Unit: de lege lata, Comparative Law and de lege ferenda Considerations
Despite the fact that cryptocurrency trading has been taking place in Poland for a dozen or so years, the issue of the existence and nature of the right to cryptocurrency units has not been resolved in civil law doctrine and case law. Th e legislature has also not taken any action in this regard, including in the draft act on the cryptoasset market currently in process. Meanwhile, this issue is of signifi cant theoretical and practical importance. Th is article therefore examines the currently presented views together with their indicated consequences, and then supplements the ongoing discussion with comparative legal remarks usually omitted in Polish literature. In this respect, solutions proposed or in force in European Union, German, British and Chinese law are taken into account. Th is provides an opportunity to comment on existing concepts, in particular the rejection of the proposal to adopt in Polish law de lege lata the right to a unit of cryptocurrency, eff ective erga omnes (although with the submission of a de lege ferenda application), and the view that there is no substantive right in this respect. In conclusion, it is considered that currently in Poland, the right to a unit of cryptocurrency is of a relative nature.
The Digital Battlefield: Company Websites as a Place to Publish Advertisements and Domain and Corporate Disputes
In Article 5 § 5 of the Commercial Companies Code, the legislature imposes on joint-stock companies and limited joint-stock partnerships the obligation to maintain their own websites and to publish on them announcements required by law and the statutes of the companies. However, a number of detailed issues related to the determination of the address of such a website and its functioning have not been regulated, including such a fundamental issue as the method to determine what is or is not a company’s website within the meaning of the above-mentioned provision. In practice, shareholders generally assume that the website will be the one located at the address appearing in the National Court Register. Although such a conclusion seems logical, it does not clearly result from the applicable legal regulations. However, this circumstance takes on particular signifi cance in cases where a corporate dispute overlaps with a dispute over the company’s internet domain. Such cases provoke questions such as what requirements (e.g. in terms of hosting, domain registration, actual control, etc.) must be met for a website to be considered the company’s ‘own’ within the meaning of Article 5 § 5 ; whether a company can maintain (and alternatively use) more than one website for the publication of advertisements; from when a change of a company’s website address is eff ective; and what the corporate consequences are of a company losing control over the content of its website. Th e subject of this article is analysis of the above issues and an attempt to provide answers to the questions presented. The entire discussion is crowned with conclusions de lege ferenda.
The Problem of the Adequacy of Legal Solutions Adopted by the Polish Legislator for Online Shareholder Meetings in Companies, with Particular Emphasis on the Regulation of Simple Joint-Stock Companies
The aim of this article is to discuss the use of digital technologies to conduct online shareholder meetings in limited liability companies, joint-stock companies, and simple joint-stock companies under Polish law. Th e authors rely on a dogmatic analysis of amendments in this area introduced in the Polish Commercial Companies Code before and aft er the COVID-19 pandemic, supported by a comparative method with German and Austrian law. It is argued that the regulation of simple joint-stock companies is not compatible with the regulation of limited liability companies and joint-stock companies, and therefore three de lege ferenda postulates have been formulated: (1) online shareholder meetings in a simple joint-stock company should be foreseen by default as ex lege, not as up-to-date ex contractu, which will constitute a unifi cation with the ex lege model already existing in limited liability companies and jointstock companies, (2) the prerequisite of secrecy in voting should also be maintained in a simple joint-stock company, (3) more generally, due to the rapid changes in technology and the development of artifi cial intelligence systems, the regulation of online shareholder meetings in all types of companies should be regularly revised at certain time intervals, and these revisions should be programmed by law.
The Legal Nature of the Agreement on Maintaining the Register of Shareholders and the Obligation to Ensure the Security and Integrity of the Data Contained in the Register
Th e content of the obligation to ensure the security of data contained in the register of shareholders, emphasized by the legislature, the implementation of which rests with the entity maintaining the register, has not been developed in the provisions of the Commercial Companies Code. In the context of the potential liability of this entity for improper performance of the agreement to maintain the shareholder register, it is therefore necessary to determine the features that are important for this issue and the legal nature of such an agreement, as well as which sources of normative law specify orders or prohibitions of specifi c conduct, so as to ensure the security of digital data contained in the shareholder register.
The Admissibility of Blockchain-Based Solutions for Share Trading and Maintaining Shareholders’ Register in the Context of the Dematerialisation of Shares
The mandatory dematerialisation of shares, which involves converting physical share certificates to electronic records, has unifi ed the trading framework for registered and bearer shares. This paper examines the impact of mandatory dematerialisation on the regulations governing the trading and registration of shares in non-listed joint-stock companies, where shares are registered in the shareholders’ register. Th e analysis is conducted in the context of modern technologies, such as smart contracts, distributed ledger technology and tokenisation, and their role in these processes. Th e authors refer to the possibility of concluding a share transfer agreement using smart contract technology and argue that, although maintaining a shareholders’ register in the form of a distributed and decentralised database is permitted, the provisions currently in force do not allow or fully enable the exploitation of the benefi ts available through blockchain technology, particularly the tokenisation of shares.