Author: katarzyna

We are extremely proud to share with you the news that Julia Juźko, a junior associate at Romanowski & Partners, has won the competition for the best master’s theses in commercial law for the 2023/2024 academic year, organized by the publisher and editorial board of Commercial Law Review – Wolters Kluwer.

Julia’s thesis, recognized by the jury, is titled:
“Sources of Corporate Disputes in a Formalized Capital Group.”

Congratulations, Julia!
This distinction speaks volumes not only about your knowledge but also about your insightful approach to complex issues in commercial law.

We’re keeping our fingers crossed for your continued success!

We’re launching a new series of newsletters on employment law!

“Paragraf na Etacie” (Paragraph on the Payroll) is our new series, in which we’ll be highlighting the most important changes to the law, significant court rulings and practical advice for employers and employees. To start with – key changes to the regulations on workplace bullying. [HERE – Polish version only]

New regulations on workplace bullying in the Labour Code.
The government is planning a comprehensive reform of the legislation, which will strengthen protection for employees and impose new obligations on employers.
What will change?

• A new definition of workplace bullying – it will also cover unintentional actions and situations where someone encourages others to bully.
• Greater responsibility for employers – an obligation to prevent, monitor and support victims.
• Greater rights for employees – victims of workplace bullying will be able to claim compensation amounting to at least six months’ salary.
• New requirements for companies – the need to update work regulations, introduce anti-bullying procedures and respond effectively to breaches.

Follow our series to stay up to date with the new regulations!

In 20 December, a debate organised by of the stock market and investor newspaper “Parkiet” took place, during which the invited experts – Beata Stelmach, Chair of the Supervisory Board of the Association of Stock Exchange Issuers and co-founder of the Securities and Exchange Commission, and Piotr Kuczynski, an analyst at DI Xelion, Sebastian Buczek, CEO of Quercus TFI, and Prof. Michał Romanowski, lawyer at the law firm Romanowski & Partners, discussed how to prepare for disinformation attacks and how to combat them once they occur.
The debate was moderated by Cezary Szymanek, editor-in-chief of “Parkiet”.

The debate focused on the foundations of capital markets against the backdrop of geopolitical threats, triggered, among other things, by Russia’s invasion of Ukraine.

Key conclusions include:

• Disinformation attacks are a problem not only for companies but also for the entire national market.
• There is a need for a swift response from institutions such as the Polish Financial Supervision Authority (KNF) and the Warsaw Stock Exchange (GPW), as well as the implementation of clear crisis procedures.
• Strengthening cybersecurity and utilising advanced technologies, including artificial intelligence, to defend against disinformation.
• Promoting reliable channels of information about listed companies.
• Prioritising the security of the capital market in state policy, particularly in the context of the Polish Presidency of the EU.

Beata Stelmach emphasised that every organisation, and particularly a listed company, should have a crisis management procedure in place.
Piotr Kuczyński, meanwhile, suggested that an interesting solution in the context of disinformation attacks would be to introduce a single information channel for listed companies, which would serve as a guarantee of their credibility.
Sebestian Buczek noted that when dealing with extensive false information, it takes time to familiarise oneself with it, making it difficult to take swift action, although the market naturally expects feedback as quickly as possible.

Prof. Michał Romanowski, for his part, said that the disinformation attack on LPP was a landmark event not only in Poland but across the European Union, and that if market security is not on the Polish state’s list of priorities, disinformation attacks will discourage companies from entering the capital market, and companies already listed will consider leaving it.

Links to the debate: Rzeczpospolita [LINK] | Parkiet [LINK] | YouTube [LINK]

Professor Michał Romanowski gave an interview entitled “Will Hindenburg be held accountable for the attack?”, which was published on 19 December 2024 in the newspapers “Rzeczpospolita” and “Parkiet” (the Stock Exchange and Investors’ Gazette). The interview is also available online [link below].

The professor discussed the controversy surrounding the Hindenburg Research report, which led to a 36% drop in the share price of one of Poland’s largest companies – LPP S.A. – in a single trading session, resulting in a loss of PLN 12 billion in market capitalisation.

In its report, Hindenburg put forward false allegations, accusing LPP that the sale of its business in Russia was a sham and that, as a result, banks would terminate LPP’s financing. Furthermore, Hindenburg did not allow LPP’s management to respond to the allegations prior to publication.

LPP has repeatedly and comprehensively demonstrated the falsity of Hindenburg’s allegations. Despite nine months having passed since the attack, Hindenburg has made no attempt to engage in a debate with LPP. Following a complaint filed by LPP, represented by Romanowski i Wspólnicy, the public prosecutor’s office launched an investigation into suspected manipulation of LPP’s share price.

Professor Romanowski explains that this was an unprecedented attack on a listed company in Poland and the European Union. He pointed out that this business model of profiting from short selling is contrary to the MAR Regulation. He emphasised that similar practices could destabilise financial markets and affect national security, particularly in light of Russia’s aggression against Ukraine. This is therefore not merely an issue for LPP, but a systemic problem across the European Union, touching on matters of cybersecurity. He also proposes specific solutions to prevent such incidents in the future.

Romanowski & Partners is acting as legal counsel to LPP on all legal and communications matters relating to the Hindenburg attack. The firm is advising the company through a team comprising Michał Romanowski, Piotr Haiduk, Aleksandra Cyniak and Aleksander Orzeł.

Read more in the interview: Rzeczpospolita: Link | Parkiet: Link

Live interview [HERE – Polish version only]

We have achieved another success in the cases in which we are representing Judge Igor Tuleya.

The National Prosecutor’s Office has applied to the Supreme Court to lift the immunity of two disciplinary spokesmen for judges appointed by former Justice Minister Zbigniew Ziobro: Piotr Schab and Przemysław Radzik.
The Prosecutor’s Office accuses them, amongst other things, of failing to implement rulings of the Court of Justice of the European Union (CJEU), and consequently of preventing Judge Igor Tuleya from adjudicating. Furthermore, it accuses them of failing to implement decisions of the CJEU and Polish courts which undermined the legality of the Disciplinary Chamber, of preventing Judge Tuleya from adjudicating for 740 days, and of reducing his salary, despite court rulings recognising that the Disciplinary Chamber is not a court, and that the so-called ‘neo-judges’ sitting on it are not judges within the meaning of the Polish Constitution and European Union law.
These actions form part of a wide-ranging investigation into the repression of independent judges, which is being conducted by the National Prosecutor’s Office following the first complaints filed consistently since spring 2021 by Prof. Michał Romanowski together with a team from our law firm.

Professor Michał Romanowski comments on this news as follows:

“On 26 July 2021, I filed a report with the public prosecutor’s office on behalf of Judge Igor Tuleya regarding the suspected commission of a criminal offence by the disciplinary spokesmen for judges Piotr Schab and Przemysław Radzik for preventing Igor Tuleya from adjudicating, contrary to the CJEU rulings of April 2020 and on 14 and 15 July 2021. This is important because over 3.5 years ago I argued that CJEU case law is directly applicable, which for many today remains a matter of debate” and “At such moments, I am reminded of Zbigniew Herbert’s words from a 1981 conversation with Adam Michnik: ‘It seems to me that one takes up the fight […] in defence of values worth living for […]. There must be an element of struggle, and defeat must also be accepted in this struggle, but in the name of values that will live on.’ Without the Romanowski & Partners team, I wouldn’t have managed. Thank you all!”

Read more in the article: [HERE – Polish version only]

We are pleased to announce that the Romanowski & Partners team, comprising Michał Romanowski, Aleksander Orzeł, Weronika Stefaniuk and Maksymilian Jabłecki, advised the co-owner and founder of Graal Group on the sale of the company controlling Graal to Lisner, part of the UTM Group (Unternehmensgruppe Theo Müller).

Over the course of several months, we provided comprehensive advice, particularly in relation to the negotiation of the transaction documentation. This transaction is one of the largest in the Polish food market in recent years.

We would like to thank our clients and everyone involved in this process: Abris Capital Partners, Rothschild & Co, Clifford Chance Poland (which advised the Sellers), Lisner and WKB Lawyers (who advised the Buyer).

“I would like to extend my special thanks to Weronika Stefaniuk and Aleksander Orzeł for their outstanding professionalism and the contribution they made to ensuring the transaction was successfully completed. Our firm has been advising Graal’s founder, Mr Bogusław Kowalski, since 2020. It was a highly complex transaction due to numerous factors, which we have managed to resolve over the years. Our advice went well beyond standard transaction advisory services. We acted as a strategic and multidisciplinary advisor. I would like to thank Mr Bogusław Kowalski, Ms Justyna Frankowska and Mr Piotr Kowalski very much for the trust they have placed in us throughout this dilemma-filled process over all these years. There were many twists and turns. Transactions like this are very rare,” commented Prof. Michał Romanowski.

On 26 September 2024, Professor Michał Romanowski, managing partner at Romanowski & Partners, delivered a lecture entitled “The Articles of Association and the constitutional law of commercial companies – some reflections on the nature of company law and contract law” at the XIV National Congress of Departments of Commercial Law. The Congress took place at the Faculty of Law and Administration of the University of Warmia and Mazury in Olsztyn. The theme of this edition was: “Commercial law 20 years after Poland’s accession to the European Union”.

Professor Michał Romanowski also took part in a discussion during the first panel of the Congress, entitled: “The principle of unity of private law and commercial company law”, which was moderated by Professor Monika Tarska (INP PAN) and Professor Zbigniew Kuniewicz (UŚ), with participants including Professor Józef Frąckowiak (University of Wrocław and retired judge of the Civil Chamber of the Supreme Court) and Professor Anna Zbiegień-Turzańska (University of Warsaw).

Professor Michał Romanowski put forward the thesis that a company is a legal construct far more complex than a contract of obligation, due to the fact that it has many dimensions and many stakeholders. Professor Romanowski summarised the practical implications of this thesis for business vividly, stating that company law is like jazz and a contract of obligation is like classical music.

The next Conference of Commercial Law Departments at Adam Mickiewicz University in Poznań will take place in two years’ time. A preview of this event was provided by the academic conference entitled “The Legal Environment of Business – Prospects for Changes in Civil and Commercial Law”, which took place on 24 October 2024 at the Faculty of Law and Administration of Adam Mickiewicz University, where Prof. Romanowski delivered a lecture on the liability of the management board under company law, which served as a kind of, albeit unintended, continuation of the themes discussed in Olsztyn.

We are delighted to announce that Romanowski & Partners has become a partner of the 2nd edition of the Tramway Film Festival!

This year’s festival tram route features feature films, essays, hybrids, avant-garde and experimental works. A total of 26 short films will be screened across two competitions, including as many as 20 Polish premieres.

Three non-competitive sections will showcase the works of two icons of world cinema: the trilogy by Spanish visionary and avant-garde filmmaker José Val del Omar, and feature films by Iranian director Sohrab Shahid Saless. In addition, there will be an opportunity to see the best shorts from Peru and a cosmic Polish highlight – Kuba Mikurda’s “Solaris Mon Amour”.

Dates: 3–6 October at the Centre for Contemporary Art Ujazdowski Castle in Warsaw

We warmly invite you to join us!

Organiser: Editions Spotkania Foundation
Honorary patronage: Mayor of the Capital City of Warsaw
Strategic Partner: Veolia
Partners: Centre for Contemporary Art Ujazdowski Castle, Romanowski & Partners Law Firm, Spanish Embassy in Poland, Cervantes Institute in Kraków, Shahid Saless Archive, Archivo Val del Omar, Lima Alterna International Film Festival
Media partners: Pena Sala, Radio Kampus, Kino, desistfilm, Caligari – Revista de cine

On Thursday, 4 July, Judge Paweł Juszczyszyn’s nearly five-year-long dispute with the former president of the Olsztyn court, Maciej Nawacki, came to an end.
The current president of the court, Krzysztof Krygielski, upheld all of Paweł Juszczyszyn’s claims and issued an apology.

The dispute concerned Judge Juszczyszyn’s enforcement of a landmark CJEU ruling, in which the Court had, for the first time, set out how to assess the legality of the actions of the neo-KRS, the neo-judges it had appointed, and the illegal Disciplinary Chamber.
In response to these actions, the judge faced immediate reprisals. Disciplinary proceedings were initiated against him, he was recalled from his secondment to the Regional Court in Olsztyn, and in February 2020, the illegal Disciplinary Chamber unlawfully suspended him. After two years, he was reinstated, but was immediately unlawfully ‘transferred’ to sit in a different division of the District Court in Olsztyn.
He was the first judge to be suspended in Poland, a move intended to intimidate the entire judicial community.

He was supported by the barrister, Prof. Michał Romanowski, together with the Romanowski i Wspólnicy team, who represented him in court. On behalf of Judge Juszczyszyn, Professor Romanowski filed landmark lawsuits, several of which were successful.
In the opinion of editor Mariusz Jałoszewski, this was one of the most important legal battles for the defence of the rule of law in the PiS government.

Read more in the article HERE [Polish version only].

We are proud to announce that the law firm Romanowski & Partners has been awarded a gold medal in the EcoVadis assessment.

We rank among the top 5% of assessed companies in the legal services sector. We are doubly pleased with this result, as this was our first time participating in this assessment.

The EcoVadis Gold Medal is an extremely important indicator, demonstrating our commitment to working to the highest standards of professional ethics and respect for people and the environment. Increasingly, our clients are no longer satisfied with a mere declaration of working in a sustainable environment. They require an independent, standardised assessment, such as EcoVadis.

We are delighted with this high rating, but we do not intend to stop there. We will continue to raise the standards of our work, as this is what not only our clients but also our employees expect.

EcoVadis is an international rating platform that assesses companies in terms of their corporate social responsibility activities and practices.