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We advised on the acquisition of an international group in the IT industry.

The IT industry is one of the fastest growing areas of the modern economy. Many IT companies are seeking an advantage by dynamically increasing the scale of their operations. The acquisition of another company brings with it many advantages, but also many risks that need to be managed appropriately. The law firm’s many years of experience, accumulated in M&A projects in almost all sectors of the economy, allows us to effectively advise clients in the most complex acquisition processes.

On the part of the law firm, Przemysław Mazur, Maksymilian Jabłecki, Aleksandra Cyniak and Agnieszka Niezgoda provided advice.

The 10th anniversary Congress of the Polish Insurance Association was held in Sopot on 10-11 May 2023. Prof. Michał Romanowski was invited to participate in the Congress.

Prof. Michał Romanowski, together with Prof. UW Ph.D. Jacek Jastrzębski – Chairman of the Polish Insurance Association, and Prof. Dr. Paweł Wajda participated in a panel entitled “Are we heading towards over-regulation of activities and is it time to stop?”. The panel discussed the following topics: how to create a law that would fulfil its functions, i.e. stabilise the market and protect clients, as well as support innovation, over-regulation and what risks it entails, the function and importance of good practices, as well as the phenomenon of gold plating in the implementation of EU law.

Prof. Michal Romanowski drew attention to the distinctiveness of the insurance business model from other sectors of the financial market and the lack of understanding of this by legislators and case law, stressing that: “Insurers provide something unique and essential – a sense of security. It is indispensable for individuals and companies” and that “If we take away the freedom of choice, we take away taking responsibility for ourselves”.

In conclusion, Prof. Michal Romanowski emphasised, among other things, that when creating and applying insurance law, it is important to remember that:

• without risk insurance, economies and societies do not function (insurance is the bloodstream)
• fair competition is the opposition of the honest to the race to the bottom phenomenon
• the weak require protection, but proportionate to the objective and with the protection of the diligent
• insurance sells a sense of asset security and trust, but this requires a fair exchange of benefits.

Congress coverage: Here

Prof. Michał Romanowski responds to the notice submitted by Maciej Nawacki to the District Bar Council in Warsaw.

“[…] Chairman Nawacki […] identifies with the notion of a scoundrel, a notion […] used by turn-of-the-century US Senator Boies Penrose when he wrote:

“Public office is the last refuge of the scoundrel”.

Mr Nawacki’s denunciation of me […] proves that there are remnants of self-criticism left in Mr Nawacki.

Mr Nawacki’s behaviour is widely known. Judge J. Ciejek justified the verdict in the case of Mr Juszczyszyn:

“The authorities want to show […] that even against a judge protected […] by the Constitution and international treaties they can do whatever they want […] think to yourselves ALL what we can do to YOU who have no such protection. Then, for example, when we want to expropriate you from your fathers’ land for a spectacular investment, overhear your […] secrets, or just exclude […] for views we […] don’t like. All we still need are judges who ‘know their place’.

Refusal to obey court rulings should be considered a particularly dangerous crime for the freedom and rights of citizens! Such behaviour on the part of Mr Nawacki does not deserve respect, but condemnation.

P. W. Radzik and M. Nawacki are trying to intimidate me by filing reports to the UW authorities, to the ORA in Warsaw, to the criminal courts. They will not succeed.

A barrister has no right, to follow the commandment “If anyone strikes you on your right cheek, turn the other cheek as well” (Matthew 5:39). The lawyer is not Christ, but the defender of his client. A lawyer has no right to turn the other cheek of his client, to remain silent when the dignity of his client is tarnished.”

Cz. Jaworski argued:

“The Bar is one of the most important institutions protecting human rights. It is both a way and a way of life. A barrister cannot just be just to be. A barrister has to want to be and to be”.

The freedom of speech of lawyers is not so much the freedom to express one’s own views, but a tool for the proper defence of the interests of the principals. The lawyer is an advocate (defender) of the client’s interests not only in the courtroom, but wherever the client is under attack. A lawyer may not, fearing the consequences, deviate from defending his client outside the courtroom, all the more so when the allegations made against his client relate to the proceedings conducted by the lawyer.”.

“[…] Professor Marcin Król wrote:

“Immobility and passivity […] occur whenever thoughtlessness begins to prevail. “Great people […] had a colossal influence on me […] they created an atmosphere of freedom in which I breathed […]freely” good can only be seen in juxtaposition with evil. Good is the result of the struggle against evil […] It is only through the struggle against evil that we become good.”

Text of the answer: Here

We wish you all the best for Christmas and, above all, the right to a lawyer who will not turn the other cheek in the fight for your freedoms and rights.

Romanowski i Wspólnicy has again been recognised in the Best Law Firms 2023 ranking published by ‘Forbes’ in the categories of corporate law and capital markets.

In our consultancy, we are guided by the fact that business always goes hand in hand with values.

We believe that business and values are not in opposition to each other. It is not a zero-sum game – either business or values.

We are pleased that our commitment to fighting for values is appreciated by our clients, who want to work with us because they understand that in solving their business problems we are at the same time fighting for them for freedom of choice, freedom from the fear of the empire of power, and space for free business. We are positively surprised, because systemically we do not compete in any rankings, and we did not compete in this one either. Thank you for the award, which proves that it is possible to develop business by remembering and fighting for values.

The award is a credit to the entire Romanowski i Wspólnicy team! “Together as one”, as Wiesław Michnikowski from the Kabaret Starszych Panów sang in the song “If to love, then not individually”.

They tell us that we are the only business law firm so committed to fighting for free courts, for the rule of law.

We don’t just talk about values, we actively fight for them.

You can have your cake and eat it too!

Partners for special tasks. List of Best Law Firms in 2023.

The contractor sued our client (the ordering party) for the return of approx. PLN 9.5 million taken from a bank guarantee for the cost of rectifying defects and faults in the completed facility. The contract, with a value of approximately €72 million, was carried out under the ‘design and build’ (so-called ‘yellow FIDIC’) formula. The contractor was responsible for both the design and execution of the works and the rectification of any defects therein.

The court dismissed the contractor’s claim in its entirety. In a long and multifaceted trial, we proved that a contractor carrying out works under the ‘design and build’ formula assumes responsibility not only for the work performed, but also for the material selected to ensure that the investor’s objective is achieved. The key issue in the case was on whom the burden of proof rested, i.e. whether the contractor should prove the lack of responsibility for the defects created and, consequently, the lack of necessity to remove them at its expense. The court upheld our argument that the contractor’s withdrawal of the request for expert evidence was tantamount to the contractor’s failure to demonstrate its lack of responsibility for the defects in the building. The court took the view that the Contractor – represented by professional attorneys – should have filed the request for expert evidence and it is not the role of the court to act ex officio.

The court also took into account our claims that for the possibility to use the bank guarantee, it is not necessary for the investor to specify the amount of its claim for removal of the defect if the amount of this claim is not possible to determine at the time of notification to the contractor. Our client was therefore entitled to make use of the performance bond and have it credited towards the cost of rectifying the defects – even though the amount of the repair costs could not be determined at the time the bond was consummated.

The case was conducted by attorney-at-law Łukasz Matyjas and attorney-at-law Aleksandra Kieliszek, assisted by apl. adw. Piotr Celinski.

We advised on the strategic and legal aspects of the buyout by the existing shareholders, one of the minority shareholders in an internationally dynamic company focused on technological change and innovation in the brick & mortar (B&M) space. The transaction was a stepping stone to the next step in the company’s international expansion, commercialising Polish know-how in the most competitive global markets.

We advised as follows: Michał Romanowski, Aleksander Orzeł and Weronika Stefaniuk.

Our client-friend Paweł Juszczyszyn was brutally attacked by the President of the District Court in Bydgoszcz Maciej Nawacki on 1 March this year.

Read more: TVN24 and OKO.PRESS article

Paweł Juszczyszyn is fighting for freedom. He has sacrificed much, much to this fight. We support Paweł in this fight. We are winning everything!

We publish the open call (demand) that Prof. Michal Romanowski addressed to President Nawacki on 2 March 2023.

Excerpt:

“Your behaviour and denigration of Judge Paweł Juszczyszyn is probably the result of frustration with yet another defeat before an independent court and a panicky fear of the extent of civil and criminal liability that you will have to face when the Polish authorities begin to abide by the case law of the ECtHR and the CJEU. This fear is legitimate, for as history proves: ‘Those who want power and achieve it live in constant fear of losing it (Veronica Roth) […]. “You are blind, Cornelius, blinded by your love for the office you hold! […] You are incapable of understanding that it is not important who one is born to, but what one has become!”(Harry Potter and the Goblet of Fire). […] You are afraid, and that is why you do what you do.”.

Pawel Juszczyszyn is not afraid because he hopes that the law will prevail. This hope allows him to speak out when others say “be quiet”. This hope allows him to stand up when other people tell him “sit down”. We at @Romanowski and Associates are and will be with Paul, because like Paul we believe that the law may sometimes slumber, but it never dies! We believe that one must not be indifferent on fundamental issues, to compromise! After all, it is all about freedom! And what is more important for each of us and for business than freedom?

Text of the open call available: here.

We assisted the owner and founder of the Graal group in the process of selling part of the Graal business.

We had the pleasure of advising Mr Bogusław Kowalski, a Polish entrepreneur who built the Graal group from scratch and consistently developed it. Under his leadership, the Graal Group has grown to become a leader in the Polish fish processing market with its flagship products being fish preserves. Currently, the Graal Group is owned by its founder Bogusław Kowalski and the private equity fund Abris. It has several plants with different production profiles located in the northern part of the country and its own distribution centre. The transaction to sell such a large group as the Graal Group was a challenge. Talks and negotiations on the matter lasted more than a year and ended with the signing of a preliminary share purchase agreement.

The buyer of the Graal business is the German company Lisner, known mainly for its herring products, salads and sandwich pastes. The acquisition of Graal’s canned fish, ready meals and marinades business expands Lisner’s portfolio in Poland.Lisner belongs to the tycoon UTM (Unternehmensgruppe Theo Müller), which includes numerous, globally available, significant brands from the dairy, fish and deli (including dressings) and service sectors. On the Polish market, UTM is mainly represented by the Müller and Lisner brands. The finalisation of the transaction is subject to the approval of the President of the Office of Competition and Consumer Protection. This is likely to be one of the largest M&A transactions in Poland in 2023.

Our support included strategic and legal advice to the Graal founder in direct discussions with Lisner and the Theo Müller group, as well as internal discussions with the Abris fund. Due to the ownership structure and the need to spin off parts of the Graal business for the transaction, the transaction deviated from market standards. It was very interesting in our direct discussions to confront the philosophy of Mr Boguslaw Kowalski’s family business with that of Theo Müller’s family business. What seemed to be an obstacle difficult to pass in the lawyers’ talks, we solved in the course of a direct conversation between the owners with our participation.

We are proud that Mr Boguslaw Kowalski and his family fully trusted our competence and us as people when negotiating and selling the company, which is his business ‘child’. This is not the end of our cooperation. Cdn …

On the part of the law firm, advice in all aspects of the transaction was provided by a team consisting of Michał Romanowski and Aleksander Orzeł.

We led the defence of an eminent doctor who was charged with medical malpractice and manslaughter of a patient on the basis of a controversial expert opinion.

The court explicitly recognised the contribution of the defence lawyers in explaining the case, and we were also congratulated by the ancillary prosecutor (family of the deceased patient). The subsidiary accuser stated directly in the courtroom that the wrong doctor had been accused and that an attempt had been made to make a scapegoat out of him. The court emphasised that the material gathered in the case spoke unequivocally in favour of the acquittal of the accused and that, in view of the clearly defined indictment, it could not assess the entire treatment of the patient in the direction of determining the possible responsibility of other persons, but certainly not that of the accused.

The case, assisted by Lukasz Matyjas, was personally conducted by Lawyer Grzegorz Romanowski, using not only his legal and procedural skills, but also his knowledge of medicine acquired during his medical studies. His commitment and dedication of many hours of work, as well as his cooperation with the most eminent medical specialists in Poland, made it possible to prepare a professional expert report meeting the requirements of the trial. The case exposed many weaknesses in the system and how vulnerable a person can be to the system. Fortunately, the wrongly accused was acquitted with the full approval and understanding of such a decision on the part of the auxiliary prosecutor. The case was thus won not only in the ‘legal’ field, but also in the ‘human relations’ field.

“The power of the law lies in its values”. – Prof. Michał Romanowski comments on the refusal of the NIK inspection at Orlen for Wyborcza.pl

“PKN Orlen refused to let NIK inspectors in for an inspection. According to Orlen, NIK has no right to inspect Orlen’s merger with Lotos and PGNiG, and therefore also the transaction with Saudi Aramco.

President Obajtek and his legal advisors, whose names are gradually becoming known to the public, may hide behind the letter of the law, but (…) there is no such thing as the letter of the law detached from the purpose of the law. The letter of the law is the carrier of the law’s function. For the power of the law lies in its values, not in its form. The government of the Republic of Poland has a special duty of care to values.

Thwarting an audit of the Supreme Audit Office (NIK) is an offence under Article 98 of the NIK Act. The public prosecutor’s office did not see any violation of the law in PKN Orlen’s behaviour. Under normal circumstances, I would say that this is shocking, because the prosecutor’s office becomes a kind of advocate for PKN Orlen, while it should be upholding the public interest. Unfortunately, observing from behind the scenes – as a lawyer representing free judges such as Paweł Juszczyszyn and Igor Tuleya – how the prosecutor’s office acts in the case of notices of refusal to enforce final court decisions, how the neo-KRS instigates court presidents not to enforce final court decisions, CJEU and ECHR rulings, what happens in the Constitutional Court, how the neo-president of the Supreme Court, Ms Manowska, refuses to enforce the resolution of the Polish Senate on the swearing in of jurors, I am not surprised. We have a complete breakdown of the judiciary. The board of PKN Orlen is behaving like the board of the East India Company, which had its own law, its own army and even minted its own coin. We are waiting for the decision of the President of the OCCP on the “price miracle” at Orlen stations. I think we will hear that Orlen as a private company had the right to conduct its own pricing policy, but we will see.”

We invite you to read the entire opinion – link HERE.