1. Special voting rights

Holding shares giving special voting rights, e.g., two votes for each share.

• Requires explicit authorization in the articles of association by a majority of 75% of the votes cast at a general shareholders' meeting.
• Usually, special voting rights are approved before the IPO while the company is still closely held.
• The maximum voting power is two votes per one share (although under previous regulations, the limit was five votes per one share and, as existing rights are protected, such companies can still be found on the market). However, a company that is already listed may not issue shares with preferential voting rights. 

2. Special rights to appoint board members

Special rights of key shareholder(s) to appoint certain (or even the majority of) board members, regardless of the number of shares held.

• Requires explicit authorization in the articles of association by a majority of 75% of the votes cast at a general shareholders' meeting.
• Usually special appointment rights are approved before the IPO while the company is still closely held.
• Usually afforded to founders and/or heirs of founders.
• Removal of special rights requires the consent of the holder.
• May apply to appointment of supervisory board or management board members.
• Management board members so appointed may always be removed by the general meeting by a majority of 50%. 

3. Limitation of voting rights

Clause in the articles of association providing for a maximum number of voting rights exercised by a single shareholder

• A shareholder may only exercise its voting rights up to a specific level, e.g., 30% of the total voting rights.
• The level cannot be lower than 10%. The most common level is 20%.
• The limitation must apply to all shareholders equally.
• Depending on the articles, the number of voting rights held may be calculated at the level of a single shareholder level or that of a group of affiliated shareholders.
• Requires explicit inclusion in the articles of association by a majority of 75% of the votes cast at a general shareholders' meeting. 

4. Holding structures

Holding key assets through subsidiaries jointly controlled by certain shareholders or third parties.

• Key assets, projects or revenue streams are held through subsidiaries with participation of certain shareholders or third parties.
• Due to the special structure of shareholdings or special provisions in the subsidiary's articles of association, taking control of the parent company does not give automatic control over the subsidiary.
• Usually do not require shareholders' approval if the holding structure is established at the time of acquisition of the key assets or at the commencement of a revenue generating project. 

5. Sale of crown jewels

An arrangement affecting the assets of, or creating a liability for, the company which is triggered by a change in control or the launch of a takeover bid.

• Sale of the entire business (or an organized part of it) or the sale of real property (unless waived in the articles of association) requires prior approval by the general shareholders' meeting by 75% or 50% majority of the votes cast respectively.
• Generally, no approval of the general meeting is required if the crown jewels are held through subsidiary companies. 

6. Capital increase (poison pill)

Capital increase by the board (authorized capital) without preferential rights of the shareholders.

• Requires explicit authorization in the articles of association by a majority of 75% of the votes cast at a general shareholders' meeting at which at least one-third of the share capital is present or represented (no quorum is required at a second meeting that is convened if the one-third quorum was not reached at the first meeting).
• The authorization is only valid for three years, but can be renewed.
• The capital increase may not exceed 75% of the existing share capital or the amount remaining available under the authorized capital.
• Shares may not be issued in exchange for in-kind contributions.
• The issue price is determined by the management board with approval by the supervisory board.
• Instead of the outright issuance of shares, warrants with preferential subscription rights can be issued, in which case payment of the issue price can be deferred.
• Very rarely used as a takeover defense in Poland. 

7. Share buyback

Share buyback "with a view to avoiding an imminent and serious harm" to the company.

• No authorization in the articles of association or from the general shareholders' meeting is required.
• The total of directly and indirectly acquired shares may not exceed 20% of the share capital.
• The amount that can be used to finance the share buyback is capped at the amount of available distributable profits and reserves.
• Buybacks are to be made in compliance with corporate, transparency and market (abuse) rules.
• The management board must provide the general shareholders' meeting with a report justifying the share buyback. 

8. Frustrating actions

Actions such as significant acquisitions, disposals, changes in indebtedness, extremely high golden parachutes, salary increases, etc.

• No shareholders' approval is required unless the articles of association expressly require such approval for actions after the takeover bid has been notified. Such requirements are very rare.
• May be questionable as actions against the best interests of the target and/or may lead to directors' liability

9. Shareholders’ agreements

Shareholders undertake to (consult with a view to) vote their shares in accordance with terms agreed among them.

• No special restrictions as to purpose, time limit or scope of undertakings.
• The shareholders could be considered as "acting in concert". If so, disclosure obligations apply and, if they hold together more than 50% of the voting rights, forming the group and any subsequent acquisition of shares will trigger an obligation to launch a takeover bid.
• Assumes a stable shareholder base or reference shareholders.
• Quite popular and usually confidential, unless "acting in concert" rules apply.

10. Veto rights for certain shareholders

Clauses providing for veto rights by key shareholders.

• Generally considered illegal as regards voting at the general shareholders' meeting (although still found, and in fact enforced, in a number of companies).
• Possible at the level of voting in the supervisory board or management board.
• Requires explicit authorization in the articles of association by a majority of 75%.
• Usually, veto rights are approved before the IPO while the company is still closely held.
• Defined by reference to an individually identified shareholder. Not transferable. 

11. Limitations on share transfers

Board approval or pre-emptive restriction clauses in the articles of association or in agreements between shareholders.

• In public companies, share transfer limitations are only possible if there are different classes of shares and certain classes are not listed. All listed shares must be freely transferable.
• The articles of association may waive share transfer limitations on unlisted shares in the event of a takeover bid.
• Contractual share transfer limitations, including limitations on listed shares, are possible and popular.
• Share transfer limitations apply for a maximum of five years. Pre-emptive rights apply for a maximum of 10 years.
• Shareholders could be considered as "acting in concert". If so, see "Shareholders' agreements" above.