The good, bad and 'comparative ads' on legislative agenda
With the big non-event known as the Y2K computer bug safely behind us now, we can finally start speculating on subjects other than will the water stop flowing and will the bank machine work. As it is my job to keep you informed about legal matters, I propose to turn those speculation skills that everyone seems to have so finely honed over the past year to what revelations the legislature may have for us in 2000.
As politicians typically enjoy hearing themselves speak, and therefore quite a bit of legislation can be floating around at any one time, I would not attempt to summarize every important development that could occur this year. If the following examples are any indication, however, we lawyers will not suffer from a lack of work.
Economic activity
On Dec. 23, 1999, Parliament adopted a new law on economic activity that replaces one from 1988. Signs indicate that President Aleksander Kwasniewski will sign this law. This article is far too short to discuss even a small portion of the law, which has already earned the nickname of the "Economic Activity Constitution." The summary below is intended to give you a flavor of why this law should be on everyone's reading list.
The purpose of the new act is to include in one law all the conditions for undertaking and performing economic activity in Poland. Among the changes, the process of registration of economic activity will be different; there will be less concessions and permits required; every legal entity will have to establish a bank account; and, last but not least, the establishment of a representative office or branch by a foreigner will require only registration in a common register of enterprises.
The bad news is that this is only the tip of the iceberg. The good news is that the majority of the provisions of this law will not come into effect before Jan. 1, 2001; therefore, you have plenty of time to get acquainted with it.
For you procrastinators out there, some of the provisions of this law will come in force earlier, in particular, the provisions on the establishment of representative offices and branches in Poland. Put down that Grisham novel and pick up the "constitution."
Antimonopoly regulations
As antimonopoly regulations are some of the legal provisions most frequently encountered by foreign companies wanting to do business here, even small changes have a significant impact.
The big news on the antimonopoly front is that as of Dec. 29, 1999, we have a new "Ordinance of the Council of Ministers" regarding the conditions and procedure connected with the preparation and submission of a pre-merger notification.
Although the requirements as to when you need to submit a pre-merger notification with the Antimonopoly Office remain the same (for those who would like a refresher course, I invite you to read "Legal Side," Sept. 13-19, 1999), the procedure and the form of the application have changed.
Most importantly, the dominant entity of the company participating in the merger is no longer obligated to prepare this long and complicated application. The person now responsible for its preparation is the governing body of the company actually participating in the merger. Of course, the requirement of providing information about your worldwide affiliates (Bahamas? Tasmania?) still exists, but, hopefully, may be less time
consuming.
Comparative advertising
Parliament is working on a bill amending the "Act on Combatting Unfair Competition" to permit comparative advertising. Under the current wording of this act, comparative advertising is an illegal act of unfair competition. A revolution in marketing is in the making.
For those of you who have already had enough of commercials touting the superiority of a Brand X laundry detergent, you probably may be a little surprised to learn that comparative advertising is illegal. The difference is that commercials will not only be able to say that Brand X laundry detergent is better than the "ordinary comparative laundry detergent," but will also be able to say what specific other brands of laundry detergent Brand X laundry detergent bests. Of course, anyone desiring to engage in comparative advertising must observe fairly detailed requirements, e.g., the rule of "good practice," but we have to wait until the act is published for more details.
E-mail agreements
Nothing less than an earthquake is looming on the legal scene with a proposed bill to broaden the manner by which agreements may be executed. The government proposed and Parliament has accepted a bill regulating the process of conclusion of agreements with consumers outside the seat of a company. An additional bill is slated for introduction that would allow for the conclusion of agreements at a distance. These bills, which are similar to regulations in European Union (EU) law, permit the use of such means of communication and execution of agreements as: press advertisement with an order form, commercial catalogs, telephone, radio, television and even electronic mail. This will hopefully be the start of changes to the law to regulate commercial activity over the internet in Poland.
This article was prepared by Lejb Fogelman, the managing partner of Hunton & Williams Poland, with the assistance of Dorota Przelaskowska, an associate attorney.
