Month: February 2023

We assisted the owner and founder of the Graal group in the process of selling part of the Graal business.

We had the pleasure of advising Mr Bogusław Kowalski, a Polish entrepreneur who built the Graal group from scratch and consistently developed it. Under his leadership, the Graal Group has grown to become a leader in the Polish fish processing market with its flagship products being fish preserves. Currently, the Graal Group is owned by its founder Bogusław Kowalski and the private equity fund Abris. It has several plants with different production profiles located in the northern part of the country and its own distribution centre. The transaction to sell such a large group as the Graal Group was a challenge. Talks and negotiations on the matter lasted more than a year and ended with the signing of a preliminary share purchase agreement.

The buyer of the Graal business is the German company Lisner, known mainly for its herring products, salads and sandwich pastes. The acquisition of Graal’s canned fish, ready meals and marinades business expands Lisner’s portfolio in Poland.Lisner belongs to the tycoon UTM (Unternehmensgruppe Theo Müller), which includes numerous, globally available, significant brands from the dairy, fish and deli (including dressings) and service sectors. On the Polish market, UTM is mainly represented by the Müller and Lisner brands. The finalisation of the transaction is subject to the approval of the President of the Office of Competition and Consumer Protection. This is likely to be one of the largest M&A transactions in Poland in 2023.

Our support included strategic and legal advice to the Graal founder in direct discussions with Lisner and the Theo Müller group, as well as internal discussions with the Abris fund. Due to the ownership structure and the need to spin off parts of the Graal business for the transaction, the transaction deviated from market standards. It was very interesting in our direct discussions to confront the philosophy of Mr Boguslaw Kowalski’s family business with that of Theo Müller’s family business. What seemed to be an obstacle difficult to pass in the lawyers’ talks, we solved in the course of a direct conversation between the owners with our participation.

We are proud that Mr Boguslaw Kowalski and his family fully trusted our competence and us as people when negotiating and selling the company, which is his business ‘child’. This is not the end of our cooperation. Cdn …

On the part of the law firm, advice in all aspects of the transaction was provided by a team consisting of Michał Romanowski and Aleksander Orzeł.

We led the defence of an eminent doctor who was charged with medical malpractice and manslaughter of a patient on the basis of a controversial expert opinion.

The court explicitly recognised the contribution of the defence lawyers in explaining the case, and we were also congratulated by the ancillary prosecutor (family of the deceased patient). The subsidiary accuser stated directly in the courtroom that the wrong doctor had been accused and that an attempt had been made to make a scapegoat out of him. The court emphasised that the material gathered in the case spoke unequivocally in favour of the acquittal of the accused and that, in view of the clearly defined indictment, it could not assess the entire treatment of the patient in the direction of determining the possible responsibility of other persons, but certainly not that of the accused.

The case, assisted by Lukasz Matyjas, was personally conducted by Lawyer Grzegorz Romanowski, using not only his legal and procedural skills, but also his knowledge of medicine acquired during his medical studies. His commitment and dedication of many hours of work, as well as his cooperation with the most eminent medical specialists in Poland, made it possible to prepare a professional expert report meeting the requirements of the trial. The case exposed many weaknesses in the system and how vulnerable a person can be to the system. Fortunately, the wrongly accused was acquitted with the full approval and understanding of such a decision on the part of the auxiliary prosecutor. The case was thus won not only in the ‘legal’ field, but also in the ‘human relations’ field.

“The power of the law lies in its values”. – Prof. Michał Romanowski comments on the refusal of the NIK inspection at Orlen for Wyborcza.pl

“PKN Orlen refused to let NIK inspectors in for an inspection. According to Orlen, NIK has no right to inspect Orlen’s merger with Lotos and PGNiG, and therefore also the transaction with Saudi Aramco.

President Obajtek and his legal advisors, whose names are gradually becoming known to the public, may hide behind the letter of the law, but (…) there is no such thing as the letter of the law detached from the purpose of the law. The letter of the law is the carrier of the law’s function. For the power of the law lies in its values, not in its form. The government of the Republic of Poland has a special duty of care to values.

Thwarting an audit of the Supreme Audit Office (NIK) is an offence under Article 98 of the NIK Act. The public prosecutor’s office did not see any violation of the law in PKN Orlen’s behaviour. Under normal circumstances, I would say that this is shocking, because the prosecutor’s office becomes a kind of advocate for PKN Orlen, while it should be upholding the public interest. Unfortunately, observing from behind the scenes – as a lawyer representing free judges such as Paweł Juszczyszyn and Igor Tuleya – how the prosecutor’s office acts in the case of notices of refusal to enforce final court decisions, how the neo-KRS instigates court presidents not to enforce final court decisions, CJEU and ECHR rulings, what happens in the Constitutional Court, how the neo-president of the Supreme Court, Ms Manowska, refuses to enforce the resolution of the Polish Senate on the swearing in of jurors, I am not surprised. We have a complete breakdown of the judiciary. The board of PKN Orlen is behaving like the board of the East India Company, which had its own law, its own army and even minted its own coin. We are waiting for the decision of the President of the OCCP on the “price miracle” at Orlen stations. I think we will hear that Orlen as a private company had the right to conduct its own pricing policy, but we will see.”

We invite you to read the entire opinion – link HERE.