What does this research mean for the field?

Recent reforms to Polish corporate law regarding directors' duties represent 'faux convergence', achieving surface-level formal alignment with the standard shareholder-oriented model but lacking the effective enforcement necessary for functional convergence. Novelty: ClaimNovelty.INCREMENTAL. Consensus alignment: ConsensusAlignment.NEUTRAL.

What question did this study set out to answer?

To examine recent statutory reforms to directors' duties under corporate law and evaluate whether formal alignment with shareholder-oriented models translates into functional convergence.

August 29, 2026Journal of Corporate Law StudiesOpen Access

The changing landscape of directors’ duties in Poland: between formal, functional and faux convergence

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Authors

PSPaweł SłupUniversity of Warsaw

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Implication

Legal analysis demonstrates expanded directors' duties lack effective enforcement in corporate governance, suggesting faux convergence driven by market signaling rather than functional alignment.

Key Points

To examine recent statutory reforms to directors' duties under corporate law and evaluate whether formal alignment with shareholder-oriented models translates into functional convergence.
Analyzed legislative reforms that introduced explicit, open-ended duties of loyalty and care alongside a statutory business judgment rule.
Evaluated prior domestic case law trends interpreting directors' duty of care as formal legality.
Assessed statutory enforcement mechanisms to determine operational alignment with international governance benchmarks.
Statutory provisions successfully achieved formal convergence by codifying open-ended duties of loyalty and care that mirror international standards.
Corporate dispute frameworks lack effective private or public enforcement mechanisms, preventing meaningful functional convergence in director conduct.
The legal transition exhibits faux convergence, serving as a symbolic signaling device rather than establishing operational changes in corporate governance.

Cite This Study

Paweł Słup (2026) studied this question.

synapsesocial.com/papers/6a9299088e5d7d1fc0c10cc3 https://doi.org/10.1080/14735970.2026.2714085

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Implication

Legal analysis demonstrates expanded directors' duties lack effective enforcement in corporate governance, suggesting faux convergence driven by market signaling rather than functional alignment.

The changing landscape of directors’ duties in Poland: between formal, functional and faux convergence

Discussion

Member takes

Implication

Key Points

Cite This Study

The changing landscape of directors’ duties in Poland: between formal, functional and faux convergence

Discussion

Member takes

Implication

Key Points

Cite This Study

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