Holding Law and Its Impact on Insurance Risk Management Processes

The subject of the second part of the discussion is a legal reflection on the amendment to the Polish Commercial Companies Code. By virtue of the Act of February 9, 2022, amending the Act – the Commercial Companies Code and certain other acts, provisions regulating the activities of corporate groups were introduced into the Commercial Companies Code. The previous, often referred to as scarce (limited), regulation of corporate group law (holding law) in Polish law did not create adequate conditions or prospects for the development of groups. The previous provisions of law presented the participants of corporate groups not only with the dilemma of liability for their actions within the group, but also with the possible allegations of their actions being improper (legitimacy of actions). In relation to entities conducting licensed activities, such as insurers or reinsurers, a number of circumstances, including these of conflicting nature, had to be taken into account to apply those regulations. The provisions introduced as a result of the amendment to the Polish Commercial Companies Code significantly modified the legal situation of stakeholders of groups, as well as of the entities collaborating with them. Following the introduction of group provisions, also known as the opt-in system, we are dealing with a situation involving the implementation of instruments of the former regulation (the dominance–dependency relationship) into the new one. However, the impact of corporate group law on the legal standing of insurers cannot be assessed in a uniform manner. The statutory activity of insurers, as determined by sectoral regulations, is shaped differently than that of a commercial law company. This leads to a conclusion that the new provisions on corporate groups require an assessment that takes into account not only the specificity of the financial sector, but also the perspectives of protecting threatened interests, as well as the accompanying circumstances. The practical importance of the need expressed herein is reinforced by the fact that this topic has not yet been discussed broadly in literature.