Month: February 2026

Prof. Michał Romanowski, advocate and managing partner at the law firm Romanowski & Partners, commented on the potential tools available to the state in the context of a possible acquisition of TVN by Paramount Skydance.

If the transaction were to proceed, the Polish government—in principle—has the tools to halt it or subject it to multi-level scrutiny, including under the Act of July 24, 2015, on the Control of Certain Investments.

As the professor points out, TVN is on the list of protected entities, and the Minister of State Assets plays a key role, supported by the Consultative Committee (including representatives of government agencies).

In practice, this involves, among other things, verifying the beneficial owner and sources of capital—especially in the case of complex structures (funds, vehicles).

It is also important that decisions in this area may be difficult to challenge (discretionary nature + national security considerations). Additional “safeguards” may also arise from the powers of the President of the Office of Competition and Consumer Protection (UOKiK).

Read more in the article HERE (Polish version only).

We invite you to read the article in “Rzeczpospolita” written by partners at Romanowski & Partners: Prof. Michał Romanowski and Piotr Haiduk.

The answer should be obvious, but for the prosecutor’s office, it is not. In numerous cases, law enforcement authorities assume that criminal liability lies with whoever simply signed the document. The reality is much more complex.

The problem is systemic in nature because, following the prosecution’s line of reasoning, building a complex organizational structure makes no sense if, at the end of the day, a board member must personally verify everything—otherwise, they face imprisonment. With this approach by the prosecution, the profession of a manager in Poland becomes far more dangerous than that of a bomb disposal expert.

An interesting fact: in 2024, the prosecutor’s office lost just over 50% of first-instance cases involving the so-called crime of acting to the detriment of a company (Article 296 of the Criminal Code). There may be several reasons for this, but the most prominent are hasty indictments and the hope that “something might stick.”

Meanwhile, the mere filing of charges is often a civil death sentence. This is particularly true in financial institutions, where it plays a significant role in assessing the suitability of board members.

Read more in the article available HERE (Polish version only).

The Romanowski & Partners team, consisting of Prof. Michał Romanowski, Ph.D., Piotr Haiduk, and Aleksandra Cyniak, together with the CMS Poland law firm, represented by Anna Cudna-Wagner, Bartosz Miąskiewicz, and Monika Wojdyńska, represented PKO Bank Polski in a landmark case before the CJEU concerning WIBOR.

What did the Court rule?

• Courts may review interest rate clauses based on WIBOR.
• The main argument against WIBOR—namely, the obligation to inform consumers about the methodology for determining WIBOR—has been rejected. The CJEU explicitly stated that banks do not have such an obligation. Banks must fulfill the disclosure obligations arising from the law.
• Furthermore, even if banks failed to fulfill their disclosure obligations (which must be examined on a case-by-case basis), this does not automatically mean that the clause is unfair—an assessment of fairness requires, among other things, a comparison of the loan interest rate with market conditions and the statutory interest rate.

What does this mean for WIBOR cases? If the bank fulfilled its disclosure obligations, there are no grounds to question the validity of the contract. Only potential gaps in the documentation open the possibility of assessing whether the clause was fair. Here, in turn, comparing the contractual interest rate with market conditions for similar loans is of key importance.

Key conclusion: There is no “systemic flaw” in WIBOR agreements comparable to the CHF disputes.

Przemysław Mazur, attorney-at-law and partner at Romanowski & Partners, points out that, with a few narrow exceptions, the President of the Energy Regulatory Office (URE) does not have the general authority to issue binding interpretations—and the explanations and positions published are most often “soft law,” which does not bind the courts nor provide automatic protection against sanctions.

Why do management boards still rely on the ERO’s positions?

• because they show how the regulator applies the regulations in practice (inspections, penalties)
• they can support arguments in a dispute (principle of trust, established practice)
• in assessing managerial liability, the process matters: risk identification, mitigating actions (URE position/legal opinions), and consistent action in accordance with the model—which is significant under Art. 293 §3 and 483 §3 of the Commercial Companies Code.

Practical risks: time (months), a general response/rejection, and “increased exposure” to scrutiny by the authority.

An exception offering real protection: an individual interpretation under Article 34 of the Entrepreneurs Law (especially regarding fees/levies)—it is binding on the authority and protects against sanctions within the scope covered.

More in the article [HERE].