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

Polish corporate law has recently undergone a wave of changes, including a reform of directors’ duties. Previously, the duty of loyalty was not formally recognised, and the duty of care operated narrowly, ensuring only formal compliance with the law and the corporate charter. The reforms explicitly introduced broad, open-ended duties of loyalty and care together with a statutory business judgment rule. Although the magnitude of the change may seem surprising, case law suggests it was to be expected, as the narrow interpretation of the duty of care as a duty of legality had already begun to give way to a more flexible approach. While the reform shows formal convergence with the ‘standard’ shareholder-oriented model, it lacks an effective enforcement scheme. As a result, further functional convergence is unlikely. Instead, the reform exhibits symptoms of ‘faux convergence’, ie a surface-level formal convergence without functional alignment but with signalling value.