With the amendments to the Commercial Companies Code of 2023, the legislator introduced a new type of division of companies – division by separation (Article 529, paragraph 1, item 5 of the Commercial Companies Code – Commercial Companies Code). This involves the transfer of a portion of the assets of a divided company to an existing or newly established acquiring company in exchange for shares (shares) acquired by the divided company.
We recently celebrated the anniversary of the introduction of this institution into the legal order. This is the reason to discuss the possibilities offered by new types of divisions in the context of M&A transactions. At the same time, because the legislator did not notice that the introduction of a new type of division had an undesirable impact on some provisions of the Law on Public Offerings and the conditions for introducing financial instruments into organized trade and in public companies (Offering Law General ), also in this case the impact of the amendment is worth discussing.