Milewska Legal

Articles: Daria Milewska

Shareholders’ Agreement (SHA) – what clauses should it include?

Although a company’s Articles of Association are essential for its incorporation, they often fail to address issues that arise once the business begins to grow. Disputes between shareholders, the departure of one of the company’s founders, or actions by a shareholder that are detrimental to the company are all situations in which a well-drafted Shareholders’ Agreement (SHA) can save months of costly disputes.
A Shareholders’ Agreement is not a mandatory document. However, it is worth considering alongside the company’s articles of association, particularly in high-growth companies, businesses where one or two shareholders (or management board members) play a key role, or companies with a significant imbalance in share ownership between shareholders.

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New regulations on pay transparency – what obligations will the employer have?

EU Directive 2023/970 obligates member states to adapt regulations regarding pay transparency in the workplace to EU standards. Its goal is to eliminate the gender pay gap and strengthen the application of the principle of equal pay by increasing wage transparency and improving mechanisms for enforcing employees’ rights. These are not just fine-sounding slogans – employers will face real obligations. Some of the changes introduced will require long-term preparation.

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Correct Labeling of Cosmetic Products

When designing labels for cosmetic products, one must primarily keep in mind the binding legal regulations that strictly define the content of information that must be included on the label. The rules for labeling cosmetic products are regulated by EU Regulation 1223/2009. This regulation provides detailed guidelines regarding the appearance of cosmetic labels. This is intended to ensure a high level of consumer protection, including health protection.

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Obligations of cosmetic products distributor

Are you a distributor of cosmetic products? You also bear specific responsibilities regarding product labeling!
It might seem that the manufacturer is fully responsible for a product’s appearance, its name, and the markings displayed on its packaging. In reality, the matter is much more complex. Of course, the manufacturer determines the product’s aesthetic qualities and properties. However, when it comes to the information included on the label, the distributor must exercise heightened diligence.
EU law imposes specific “due diligence” obligations on distributors when placing cosmetic products on the market, and failure to comply may lead to serious consequences.

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Employer of Record (EOR) – is this model regulated in Poland?

The Employer of Record (EOR) model is gaining popularity in Poland alongside the growth of remote work and the globalization of employment. Increasingly, foreign companies want to hire specialists in Poland without the need to establish a company or branch of a foreign entity here. Using the EOR model makes it possible to formally employ a worker through another entity while still benefiting from the results of that person’s work.
What exactly is an Employer of Record (EOR)? Is the EOR model regulated in any way in Poland? What risks and obligations are associated with EOR employment?

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Anti-Deadlock Clause in a Limited Liability Company Agreement

In some limited liability companies (sp. z o.o.), shareholders decide to divide the shares equally. A classic example is a company with two shareholders, each holding 50% of the shares. In such cases, a so-called deadlock may arise, i.e. a decision-making stalemate within the company. The shareholders are then unable to adopt a resolution, most often due to an equal split of votes (one shareholder votes “in favor” and the other “against,” with each vote carrying the same weight).

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