Month: March 2026

An action brought under Article 189 of the Code of Civil Procedure may not be used to circumvent the provisions of the Commercial Companies Code.

On February 26, 2026, Aleksandra Kieliszek and Prof. Michał Romanowski secured a favorable ruling in a corporate dispute before the Court of Appeals, representing the defendant.

The Court of Appeals dismissed the plaintiff’s appeal, in which she sought a declaration that the resolutions of the corporation were null and void pursuant to Article 189 of the Code of Civil Procedure (following the dismissal of her claim in its entirety by the court of first instance).

The Court of Appeals fully concurred with the arguments we raised in the case. In its oral reasoning, the Court of Appeals emphasized that an action to declare the invalidity of resolutions (Article 189 of the Code of Civil Procedure) is of an exceptional nature and cannot be used to circumvent the procedures for challenging them under the Commercial Companies Code. Consequently, the Court of Appeals pointed out that the plaintiff lacked standing to bring such an action and deemed the legal interest she invoked to be purely potential and hypothetical. This is because the plaintiff was a partner of a partner in the company where the contested resolutions were adopted, and thus formally a third party with respect to the company.

Additionally, the Court of Appeals confirmed that the power of attorney to represent the company’s partner at the general meeting, which the plaintiff had challenged, was valid (granted in accordance with the rules of representation as of the date of signing). The Court of Appeals also noted that in the case of allegations concerning a power of attorney (which may affect the quorum)—in accordance with established case law—the appropriate remedy is an action to declare the resolution invalid, rather than an action to declare it non-existent.

Aleksander Orzeł, an attorney-at-law, and Mateusz Kędzior, an advocate, from the Romanowski & Partners law firm, point out in an article published in Business Insider, among other things, what mistakes investment firms collaborating with financial influencers—and the finfluencers themselves—should avoid.

In the coming months, the collaboration between finfluencers and investment firms may be scrutinized in detail by the Polish Financial Supervision Authority (PFSA), which is already clearly signaling that it recognizes issues related to the presentation of financial content online and violations of regulations governing the activities of agents.

Key risks?

• finfluencers publishing content constituting personal recommendations (risk of providing investment advice without authorization)
• misleading the audience (lack of substantive oversight by brokers over finfluencers’ content)
• performing activities reserved exclusively for tied agents (actively soliciting clients, providing information about the scope of investment services offered by an investment firm)

Violations may result in administrative and criminal liability (if the PFSA submits a crime notification, it will simultaneously make an entry on the List of Public Warnings).

Read more in the article available HERE.

Małgorzata Kosucka, an advocate at Romanowski & Partners specializing in economic criminal law, participated in this year’s Philip C. Jessup International Law Moot Court Competition as a judge for the national oral rounds.

Jessup is the world’s largest competition simulating a hearing before the International Court of Justice—involving approximately 700 law schools from 100 countries and jurisdictions. It combines intensive written work (briefs/state positions) with an oral component, namely a full-scale simulation of a hearing before the ICJ.

What’s more, Małgorzata is also a winner of the 2017 edition—as a member of the winning team in the national rounds, she had the pleasure of representing Poland in the international rounds.

Congratulations to the winners of the finals—the team from the University of Warsaw!

More about the competition HERE.