Author: igawojcik

The shareholder is the person who acquired the shares. Acquisition of shares by one of the spouses during the course of joint property ownership does not mean that the other spouse becomes a shareholder by operation of law, even though the shares are part of the joint property. Prof. Michal Romanowski comments in Rzeczpospolita on the legal problem that the Supreme Court will decide.

“The issue is well illustrated by the example of a closed company, which is a union of “partners” in a business, called shareholders. By forming a partnership with a married partner, the partners enter into a business ‘marriage’ relationship with each other, not with their spouses. The relationship of business “marriage” is based on a different criterion (business) than the relationship of two people vowing fidelity and conjugal love to each other until death (emotional criterion). Being a partner in business is not the same as being a spouse-partner in everyday life, and vice versa. Fortunately! Company law recognizes this by allowing, for example, the Articles of Incorporation of a joint-stock company to exclude the entry of a shareholder’s spouse into the company. In a scene from Wajda’s “Promised Land,” three friends form a partnership among themselves, not with their life partners. Internal relations in a partnership between shareholders are not only property relations, but also based on personal trust, personal relationship. Business within the partnership I must have the right to do with a friend, and not necessarily with his spouse. A partnership and marriage have in common that they are relationships of persons, but of other persons. There is no communion between the company as a union of persons and the unions of persons formed by the partners of the company with their spouses. Therefore, the cessation of marital communion for whatever reason does not result in the “automatic” entry of a spouse who was not additionally a partner in the partnership. Instead, it requires consideration in property settlements for the abolition of the community property. A different view would strike at the nature of the partnership and the security of trading. By trusting and ‘loving the business’ of a partner, I do not have to trust and love the business of his spouse.” – Michał Romanowski

We are proud to have supported BIK SA in the acquisition of 100% of the shares of Digital Fingerprints from mAccelerator (mBank’s FinTech fund). This is another step by BIK SA towards building a technology company offering sector-specific solutions for the financial industry.

Digital Fingerprints offers behavioral biometrics solutions based on AI and machine learning. The system under development enhances the protection of users of banking applications through automated analysis of, among other things, the way they type on a keyboard, use a computer mouse, or use a mobile application to identify the user. EU-Startups.com listed Digital Fingerprints as one of the 10 most promising cybersecurity businesses to watch in 2020 | EU-Startups.

Behavioral Biometrics Platform | Credit Information Bureau.

Piotr Haiduk, partner, Aleksander Orzeł, senior associate, Marta Janyska, junior associate, and Paula Kumor-Świerczok, junior associate were involved in the transaction on the law firm’s side. The mAccelerator Fund was advised by KM Partners Komorowska Michaliszyn law firm.

We would like to thank BIK for the trust shown.

Practitioners from our law firm are making academic contributions. Legal counsel and restructuring advisor Maciej Stasiewicz gave a lecture on May 28, 2022, at the postgraduate course “Restructuring and Bankruptcy Law” organized by Jagiellonian University in Krakow.

The topic of the lecture was out-of-court forms of restructuring and standstill agreements with creditors (mainly banks) – how to negotiate amicable repayment of the debt, what the debtor should watch out for and what the creditor should watch out for, how a standstill agreement can help in negotiations and what comprises such an agreement. Successful negotiations avoid the need to open restructuring proceedings or declare bankruptcy. At our law firm, we advise companies facing crises and conduct the most difficult negotiations with creditors and debtors. We believe that it is worth trying to reach an agreement without the involvement of the court and official restructuring proceedings, which, however, sometimes cannot be avoided – if only when the debtor and the creditor cannot reach a satisfactory solution. Mistakes made during the talks affect the course of the entire restructuring and can disrupt the plan to rescue the company. On the other hand, even ultimately unsuccessful negotiations, but conducted in the right way, help restore creditors’ confidence in the success of the restructuring, which is essential to saving the business. In addition to the way, negotiations are conducted, when they are undertaken is also important – the earlier the symptoms of a crisis in a company are detected, the easier it is to mitigate its symptoms. One must be prepared for a crisis.

During the pandemic, the legislature introduced several provisions that significantly change the rules of legal transactions. Their application raises doubts in practice, and their interpretation causes problems for courts and lawyers.

One of the problematic issues is the exclusion of the fiction of delivery of an unclaimed registered letter – in other words, “failure to receive an advice letter” means the non-delivery of a letter. Note: not from every sender and only mail sent in a specific form. Does this mean that if we do not receive a registered letter, for example, the termination of the contract will not take place? And what if the letter was sent by courier? How is this situation evaluated by the courts? These and other questions that arise in connection with Article 98 (1) of the Act on special support instruments in connection with the spread of the SARS-CoV-2 virus are answered by legal advisors from our law firm: Grzegorz Romanowski and Jacek Krentusz.

We invite you to read in Dziennik Gazeta Prawna: Link

Reportedly, the top two floors of the office building at 24 Woloska Street are a cult place in the media industry. On an area of more than 2,500 square meters, one can find the National Stadium, the Palace of Culture, or a replica of the statue of the Virgin Mary directly from Praga Północ. We are all the more pleased to have been able to advise on the lease of this space by Mediabrands group companies.

Mediabrands is one of the world’s largest global marketing agencies, present in more than 100 countries, and listed on the New York Stock Exchange. It includes the agencies Initiative, UM, and Reprise, among others.

Special congratulations on the completion of the project to Mikołaj Zglenicki and Agnieszka Wisniewska.

On the law firm’s side, the project was led by Przemysław Mazur and Łukasz Matyjas.

Employment of workers – including foreigners – at a distance, is permissible. The strict understanding of the requirement of written form for contracts as common as employment contracts is detached from the realities of modern social and economic reality.

This issue is described in more detail on the pages of Prawo.pl by attorney Przemysław Mazur.

Read more at Prawo.pl – LINK

Many practitioners of the law have taken the position that the action of employers to post job advertisements targeting Ukrainian citizens constitutes a form of discrimination and this behavior is unacceptable. It is impossible to agree with this position. This type of action by employers is even a textbook example of so-called positive discrimination and – under certain conditions – is by the provisions of the Labor Code and other laws.

This issue is discussed in the pages of Gazeta Prawna by Przemysław Mazur and Marta Janyska (Link).

The article is available here.

It is with great pleasure that we announce that former Romanowski & Partners attorneys Piotr Haiduk and attorney-at-law Łukasz Matyjas has joined the firm’s equity partners. The gentlemen have been associated with the Firm for 12 and 16 years, respectively. Co-founding the Firm with such experienced and committed experts is an honor and a source of pride for our entire team. Over the years, Lukasz and Piotr have proven that they can perfectly manage a team of lawyers, recognize the needs of clients, and can cope with the most difficult projects posed by legal and business reality. Thanks to their competence, among others, our law firm enjoys trust among clients ready to entrust us with handling their most difficult problems, and it is thanks to their work that the continuous development of the firm is possible.

“It was with great joy that we, together with Adam and Grzegorz Romanowski, decided to add Piotr Haiduk and Łukasz Matyjas to the group of equity partners of Romanowski & Partners Law Firm. Piotrek and Łukasz have been with us forever. Łukasz has been with us practically from the beginning of the Firm’s existence and it was with him that we started building our Firm. Piotrek, on the other hand, is my alumnus, a student. Although he did not want to take the civil or commercial law exam with me, because supposedly I never have a ready list of questions, and this made the exchange of student questions useless, he finished his sixth year of studies with me by voluntarily attending a master’s seminar already after his thesis defense – and he defended himself with me and with mega success. Luke and Peter have in common that they are the ones who chose our law firm. They both said they wanted to co-found our Law Firm and could not imagine it could be otherwise.

Today, after so many years of cooperation Adam, Grzegorz, and I are very grateful for their decision. We have been through a lot together, and we know that the partnership with Piotr and Łukasz is the key to the success of our Law Firm. Łukasz is undoubtedly one of the most outstanding litigators in Poland. Piotrek is undoubtedly one of the most outstanding business lawyers in Poland. Together we solve the most serious problems of Polish entrepreneurs, and not only theirs – I mean, for example, involvement in the cases of Igor Tuleyi and Paweł Juszczyszyn. The nature of our projects means that we can’t brag about them, but issues that are unsolvable for others come to us. Because we have not only knowledge but above all imagination and emotional and cognitive empathy. As a result, clients place their trust in us. The DNA of Romanowski and Partners is formed by people like Piotrek Haiduk and Łukasz Matyjas.” – Prof. Dr. Michał Romanowski.

Łukasz, Piotrek, congratulations!

We have been recognised in the Forbes ranking as one of the best law firms in Poland. The distinction is all the more gratifying as the ranking was based on surveys of business clients and lawyers working at other law firms.

Thank you for your trust and appreciation of our work, and for all your recommendations.

Advising Russian companies to develop their business means supporting the Russian budget, i.e. the Russian invasion of Ukraine. Lawyers should behave decently.

“It is worth being honest, although it does not always pay off. It pays to be dishonest, but it is not worth it.” – Professor Władysław Bartoszewski.

“It is our choices, Harry, that show what we truly are, far more than our abilities.” – Professor Albus Dumbledore

Russian companies иди нахуй. #RussianCompaniesидинахуй