The purpose of this paper it to propose a new approach to the problem of the extension of arbitration clause to non‑signatory members of the group of companies, namely an approach mainly from the angle of the corporate law instead of the — usually adopted — perspective of the arbitration law. The problem determined in the heading lies on the crossing of both areas of law and belongs to each of them. Under Polish law, Art. 5 of the Civil Code determines the scope to which corrections of the effects of application of the letter of law are possible for reasons of fairness and good faith (more specifically, the social and economic purpose of the given right and the principles of community coexistence). It is usually assumed that the strict interpretation of Art. 5 does not permit any other use than as a defense from the other party’s claims and that, consequently, it cannot be used as the basis for any extension of the arbitration clause to a non‑signatory respondent. The author of this paper attempts to demonstrate how the development of proper corrective rules in the field of corporate law (a more liberal interpretation of Art. 5 or the working out of a separate test for the abuse of corporate form) may, in exceptional cases, serve as the basis for the extension of an arbitration clause to the formally unconcerned members of a group of companies.

Cross‑border activities of a company whose statutory seat is located in Poland have to be considered both in the context of Polish private international law rules and the EU law freedoms, in particular the freedom of establishment. The article concerns particularly one of the types of such activities — cross‑border transfer of statutory seat, which has to be qualified as a cross‑border conversion of a company. In VALE‑judgment (C‑378/10) the Court of Justice of the European Union stated that cross‑border conversions of companies are, in principle, amongst those economic activities in respect of which Member States are required to comply with the freedom of establishment. In Private International Law Act from 2011 the Polish legislator has implemented the rules concerning cross‑border transfer of (statutory) seat of a legal entity. Nevertheless, adopting these rules to capital companies established under Polish law seems to be impossible. Code of Commercial Companies and Partnerships does not contain any provisions on cross‑border conversion, although it contains comprehensive rules concerning ‘national’ conversion of Polish partnerships and capital companies as well as cross‑border merger of companies within EU (EEA). The admissibility of a cross‑border conversion of a company with its statutory seat in Poland into a company which is governed by a legal system of another EU (EEA) country is questionable since according to Art. 270 point 2 and Art. 459 point 2 of Code of Commercial Companies and Partnerships the resolution on the transfer of the seat of a company abroad is a reason for dissolving a company. Such regulation has to be assessed as a restriction on freedom of establishment. However, the proportionality test applied to that restriction (necessity of dissolving a company) leads to a conclusion that it is justified and de lege lata under Polish law the cross‑border transfer of statutory seat of a Polish company, even within the EU (EEA), is inadmissible.

Tortious liability for damages resulting from acta iure imperii is expressively excluded from the scope of the Regulation No 864/2007 on the Law Applicable to Non‑Contractual Obligations (Rome II). However, some authors express the view that claims against the public authority fall outside the scope of Rome II Regulation on the ground of not being a matter of civil law. According to this approach, ‘governing bodies’ liability is regarded as the domain of public law. Nevertheless, recent developments tend towards different characterization of claims resulting from acta iure imperii. Therefore, in extraterritorial situations it becomes necessary to determine, which law applies under national conflicts rules. Polish Private International Law Act of 4th February 2011 provides a special rule which designates the law applicable in cases involving tortious liability of public authorities. According to article 35, civil liability for acts and omissions of the entities which are engaged in a public authority in the given country shall be subject to the law of that country. Scope of this rule is limited only to these acts and omissions of public bodies, which occurred within the territory of the authority on whose behalf these bodies acted. Hence, transborder activity of the public authorities does not fall within the scope of article 35. Nevertheless, in certain situations it may be necessary to determine the law applicable. Polish Private International Law Act of 2011 is not clear on that issue. There are several possible solutions. Firstly, extraterritorial act and omissions of public authorities can be seen as acta iure gestionis. Secondly, wrongful acts which occurred outside the host’s territory can be treated as public in nature. Thirdly, these wrongful acts can be characterized as “non‑contractual obligations” in meaning of article 33. Therefore, the law applicable shall be designated by the provisions of Rome II Regulation. Finally, it may be considered that these situations do not fall within the scope of application of any of the national conflicts rules. This would lead to a conclusion, that there exists a regulatory lacuna, which must be fulfilled with supplementary rule on the conflict of laws. Consequently, the proper law shall be designated pursuant to article 67. It is thought necessary to determine the country most significantly connected with the given legal relationship. Similar approach is characteristic for German and Austrian private international law doctrine. This solution will be probably followed by Polish courts.

Real estate transactions involving foreigners not only plays a very important role in business, but also pose a significant social issue. Restrictions on the acquisition of real estate by foreigners are introduced primarily to achieve multiple policy goals occurring on territory of the state. Very often happens that the nature and extent of the imposed restrictions, and even economic power of the country, the degree of development and effective political system does not have a direct relationship with restrictions and, consequently, the measures may be too restrictive and inappropriate for their individual situation. The article is dedicated to the acquisition of real estate by foreigners in the Republic of Austria. Regulations which exist on the territory of that state contains a wide range of interesting solutions from the point of view of the process of acquisition of real estate by a foreigner, which can be particularly useful from the perspective of work on the new polish law devoted to the acquisition of real estate by foreigners. The article issues also includes matters concerning the personal scope of restrictions on acquisition of real estate by foreigners which are stemmed from the definition of a foreigner. It also raised issues related to public constraints, which assumes in the form of obtaining the authorization for the acquisition of real estate and limitations for use of the property that is for example agricultural land and forest homes or holiday homes. Moreover, based on the analysis of particular acts assesses the exemptions from obligation to obtain authorization for the acquisition of real estate by a foreigner.

The new set of Romanian conflict-of-law rules came into force on the 1st October, 2011, included in the new Civil Code. The regulations in question are included in Book VII of the Code. Among them special attention should be drawn to the regulations concerning the following issues: 1) within the general part-hierarchy of sources of international private law, qualification, renvoi, interpretation and application of foreign law, public policy, correction of law applicability due to a closer connection of a considered case with other law than the law applicable under the regulations of the act, overriding mandatory provisions, determination of law which should be treated as the national law in case of multiple nationality and in case of stateless persons and refugees; 2) within the specific part-protection of a minor and protection of a mature person, a promise to contract marriage, personal and property relations between spouses, a dissolution of marriage, determination of a child’s origin, adoption, property and possession laws, inheritance law, contractual obligations, legal deeds, non-contractual obligations, maintenance obligations as well as trust; while the comparison of these regulations with the regulations of act 105/1992 (heretofore regulating the international private law issues) enables us to notice that: 1) in relation to some of the issues the solutions applicable so far have been repeated, 2) significant number of the preceding dispositions, however, have been modified, while 3) some of the sets of norms introduced within the new regulation of the conflict-of-law issues represent an absolute novelty in Romanian international private law, having no equivalent in the previous provisions.

The opinion of the Civil Law and Private International Law Department in the Silesian University on the Proposal for a Council Regulation on jurisdiction, applicable law and the recognition and enforcement of decisions in matters of matrimonial property regimes (on December 20‑th, 2012) is presented in the paper. The text focuses on conflict of law issues. The most important changes are proposed in art. 19, 20, 20b, 22. The most difficult issue to be solved is connected with the effect of matrimonial property regime in respect of third parties. This problem cannot be solved without the introduction of the European common register of matrimonial property regimes. The proposal of the formal requirements of a matrimonial property agreement is also criticized. The form of the agreement should be regulated separately in the Regulation without referral to the national legal systems. It should also ensure the objective information of the date of the agreement (for example official certification of the date).

The article discusses Book VII of the Romanian Civil Code, focusing on private international law provisions. It analyzes general principles such as qualification, renvoi, and uniformity of law, and details conflicts of laws in various areas: persons (natural and legal), family (marriage, parentage, adoption, parental authority, maintenance obligations), property (tangible, intangible, means of transport, securities, mortgages), succession, legal acts, obligations (contractual and non-contractual), bills of exchange, cheques, and trusts.

Although private international law was one of the first areas of civil law codified after Poland regained its independence in 1918 (the relevant law was established in 1926), as the result of random legislative action taken in 1928, which granted acts of lower order the rank of statutory acts, there has been a breakdown of the uniform conflict rules on the entire Polish territory. As a result, in Eastern districts (where Russian civil law where in force), the special provisions of mortgages, including its own rules regarding the form of action, significantly differed from the provisions of the Act of 1926, were binding. Paradoxically, only after the Second World War unification of private international law standards were restored. The eastern districts characterized by specific law in this field have been annexed by the Soviet Union, and Polish provisions on mortgage were no longer valid. Within the area remaining under the jurisdiction of the communist Poland, the rules of private international law of 1926, were at force till 1965.