Category: Bez kategorii

On 16 April 2026 the CJEU ruled on three cases concerning the limitation period for banks’ claims. The judgments are favourable to the banks.

The Court confirmed that:

1️⃣ The termination of a loan agreement cannot result in a ‘free house’ penalty.

2️⃣ The consumer must be prepared to repay the borrowed capital.

3️⃣ The court may uphold the bank’s time-barred claim for repayment of capital if the delay in pursuing the claim resulted, for example, from a change in case law.

4️⃣ A bank’s claim for repayment of the principal may interrupt the limitation period, even if the case concerning the validity of the agreement has not yet been concluded.

5️⃣ A statement by the consumer confirming that they are aware that, in the event of the loan agreement being terminated, they will have to repay the principal to the bank, interrupts the limitation period.

In practice, this means that the risk of courts ruling en masse that banks’ claims for repayment of principal are time-barred is eliminated.

This could be a strong argument for settling CHF loan cases amicably.

Our team advised PKO BP in Case C-753/24 (Rzepacz): Michał Romanowski, Piotr Haiduk, Monika Woźniak, Aleksandra Cyniak, Julia Budzarek. In the mBank cases C-752/24 (Jangielak) and C-901/24 (Falucka), advice was provided by the CMS Poland team: Anna Cudna-Wagner, Bartosz Miąskiewicz.

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.

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].

The dispute over penalties imposed by the President of the Energy Regulatory Office (URE) continues: some consider them too severe and “automatic,” while others—especially large entities—believe they are not nearly as harsh as they might seem.

In a commentary for Prawo.pl, Przemysław Mazur, a partner at the law firm Romanowski & Partners, points out that we do not necessarily need another “major” change in regulations—what is key is rather how existing instruments are applied in practice (including justifying and moderating sanctions) and ensuring greater predictability for businesses.
This topic has real significance for compliance strategies in the energy sector (and beyond).

Read more in the article [HERE].

In December 2025, Professor Michał Romanowski became a member of the Programme Council of the European Financial Congress at the invitation of Professor Leszek Pawłowicz.

The European Financial Congress (EFC) is an independent think tank focusing on economic and financial issues. It is also one of the most important events in the financial industry in Poland and the Central and Eastern Europe (CEE) region, providing a platform for open debate among business, science and political leaders on the stability, security and sustainable development of the financial systems of Poland and the EU.

The EFC’s activities include organising congresses, developing systemic recommendations, Polish experts’ positions in international consultations, book publications, macroeconomic and technological forecasts.

The central event is the annual Congress in Sopot.

The invitation to Prof. Michał Romanowski to help shape the EKF programme is a recognition of his interdisciplinary approach combining the worlds of law, finance and economics.

Law is context – comments Prof. Michał Romanowski.