Listed companies cannot be hand-controlled by politicians.

In an interview with Rzeczpospolita today, Professor Michał Romanowski comments on the statement made by Deputy Prime Minister Jacek Sasin, who tweeted:

“I expect the President of @TauronPE to immediately withdraw from the unacceptable decision regarding the termination of gas contracts. There is no consent from me for such actions. The change of operator should be done in a way that is imperceptible and safe for the customer. There will be no interruption to the gas supply”.

When asked by a journalist, Professor M. Romanowski explains that Prime Minister Sasin is wrong and Tauron is right because: “The procedures and mechanisms related to ensuring security and continuity of supply to end users result from the regulations in force, i.e. the Energy Law. They function independently of Tauron’s actions – the company only brought them into operation. Therefore, it is the regulations that guarantee continuity of supply. Tauron in its assurances only refers to the consequences resulting from them” and that “In this case, the interest of customers is protected by the application of regulated prices. On the other hand, the rates from the reserve seller’s price lists will apply to non-tariffed customers.”

When asked about the legal significance of Prime Minister Jacek Sasin’s twitter request, Prof. Romanowski replies: “Tauron is a listed company, so this is yet another astonishing twitter response by a politician, the Deputy Prime Minister, in blatant violation of corporate governance, the provisions of the CCC and capital market law. After all, Deputy Prime Minister Sasin is not an organ of the Tauron company, and he is speaking from a position of authority, and therefore a person who makes no secret of the fact that he de facto manually controls listed State Treasury companies. Taking care of the interests and safety of individual consumers […] must be done within the rules of law and corporate governance”.

https://www.rp.pl/konsumenci/art37267681-prof-romanowski-to-nie-tauron-ale-przepisy-sa-gwarantem-ciaglosci-dostaw

The 1st All-Polish Scientific Conference ‘Regulated Markets – Legal, Financial and Market Competitiveness Aspects’ is coming up (details and registration: Link), under the patronage of, among others, Romanowski and Wspólnicy Law Firm. The challenges for regulated markets will be discussed. Prof. Michał Romanowski and Adam Romanowski – partners of our law firm – will be among the experts. Prof. Michał Romanowski has been elected Chairman of the Conference’s Scientific Council.

There will be plenty to talk about!

Romanowski & Partners is the patron of the 1st National Scientific Conference

The law firm Romanowski i Wspólnicy has assumed patronage of the 1st All-Polish Scientific Conference “Regulated Markets – Legal, Financial and Market Competitiveness Aspects”.

At the conference, specialists in law, finance and management will share their experiences of regulated markets. There will also be two panel discussions and their topics are: “Market regulation on the example of the energy market – current state” and “Competitiveness in regulated markets”.

Prof. Michał Romanowski and Adam Romanowski – partners of our law firm – will be among the experts.

The date of the event is 24 October 2022. Hybrid formula (remote and onsite). Online participation is free, more details and registration: [LINK].

We warmly invite you to participate!

Conversation between Prof. Michał Romanowski and editors of Gazeta Wyborcza

We invite you to read a conversation between Prof. Michał Romanowski and Gazeta Wyborcza editors Piotr Miączyński and Leszek Kostrzewski. Editor Piotr Winnicki of Gazeta Wyborcza, who edited the interview, wrote that: “Such an interview comes along once a year. It touches […] on what ails contemporary Poland. An extremely important and extremely interesting text.”. The interview appeared in the paper version of Gazeta Wyborcza (10 October 2022) and online [LINK].

Prof. Michal Romanowski states, among other things:

“The basic conditions that a manager in a company should meet are honesty and competence”.
“Success is 90 per cent work and 10 per cent ability. It is the same with athletes. Victory loves preparation”;
“To my students and lawyers I say that a good job is a job where they are fulfilled as a person, they feel that they are doing something of value for another person.”
“Power is about making people feel afraid”.
“Not everyone is brave. You can’t set the bar too high for people. It is immoral for politicians to check people’s backsides. They shouldn’t do that because people have different spines.”
“Some people gain managerial competence by graduating from top business schools. They climb the career ladder and, after a number of years, take over the most important positions through a planned succession. Why? Because running a company is managing someone else’s money, i.e. the shareholders’ money.”
“The figure of Nikodem Dyzma has become a symbol of cunning and careerism. The comparison comes to mind.”
“Investors do not invest in a listed company in order to implement the policies of one party or another.”

Romanowski & Partners’ win in international corporate dispute.

Romanowski & Partners represented an international insurance group in a dispute over the exercise of a sanctioned call option (punitive call option). The subject of the dispute was shares in a foreign startup. The Court of Appeals in Warsaw fully shared our client’s position on the violation of the founding shareholders’ agreement prepared by Romanowski & Partners. The verdict is final.

On the Law Firm’s side, the attorneys of litigation were Jacek Krentusz, managing associate, and Łukasz Matyjas, partner, with support from corporate law Piotr Haiduk, partner.

We’re not telling you how to implement the latest amendment to the CCC. We’re telling you how to protect yourself from it!

LPP SA became the first listed company in Poland to amend its articles of association on September 23, 2022, to protect itself from the dangerous amendment to the Commercial Companies Code, which comes into force on October 13, 2022. The amendment to LPP SA’s Articles of Association was passed by an overwhelming majority of more than 90% of votes. LPP has implemented our legal concept of “running ahead” from the new amendments to the CCC.

The coming into force of the amendment to the Companies Act has a disruptive impact on the business processes of the company’s management and supervision of how it is managed. The amendment leads to: (i) separating the interests of the company from its shareholders; (ii) pushing capital groups into the gray area; (iii) making the supervisory board the alter ego of management.

From the side of business and management processes, the amendment marks the deactivation of the business judgement rule, according to which, under the law, (i) the board of directors has the right to err, as long as it does so carefully, and (ii) accepts the obvious that making business decisions is naturally associated with taking risks.

The amendment represents a kind of “new” opening for the prosecutor’s office to apply Article 296 of the Criminal Code (acting to the company’s detriment) to members of company bodies.

The shareholders of LPP SA recognized that the interests of the company are an outgrowth of their interests, honest professionals are appointed to the supervisory board and management board, and modern management is not about forcing obedience.

LPP was advised by Michał Romanowski, Aleksander Orzeł and Weronika Stefaniuk.

We are winning against the regulator because for us the Constitution is law in action, not a piece of paper!

We won in front of the Chief Inspector of Construction Supervision with another regulator – Polish Water.

The case concerned the execution by MPWiK in Warsaw in a record time of several months of a supplementary transmission system across the Vistula to the Czajka Wastewater Treatment Plant in connection with the 2020 Czajka failure. The District Building Inspector (PINB) ordered MPWiK (by a so-called “police” decision) to immediately remove the consequences of the failure while maintaining the continuity of wastewater transmission. The law is silent on whether such a PINB decision exempts MPWiK from the obligation to obtain decisions under other laws. Assuming that MPWiK would have to act according to standard procedures would mean the need to obtain more than 10 additional decisions. This would take about 4.5 years, and the transmission system had to be completed immediately! Referring to constitutional values, we argued that the obligation to obtain decisions under other laws in cases such as “Czajka” would nullify the purpose of the “police” decision and contradict the purposes of additional decisions. Wody Polskie still fought our concept in 2022, citing legal opinions from law faculties specializing in construction law based on a linguistic interpretation of the regulations in disregard of the Constitution and the function of the law.

The General Inspector of Construction Supervision (GINB) confirmed our argumentation, writing after us, among other things, that: “[…] the essence of the order issued under Article 66, paragraph 1, item. 1 u.p.b. is not to restore the state before the occurrence of the identified circumstances causing danger to human life or health, the safety of property, or the environment, but to bring about a state in which the danger will be eliminated […] The questioned decision of the PINB […] is a decision issued in injunction proceedings, characterized by the necessity of taking immediate action […] the purpose and function of the obligation imposed under Article 66 (1) […] support the necessity of its immediate execution. Requiring additional […] administrative decisions would nullify the purpose of issuing a decision under this procedure […] the purpose of acting […] under Article 66 […] is to protect such values […] as human life and health and environmental protection.”

Regarding MPWiK’s actions based on our legal concept, the proceedings were undertaken by two divisions of the Warsaw Regional Prosecutor’s Office: judicial and investigative. GINB, confirming our concept, communicated its decision to the Prosecutor’s Office, among others. We would like to thank MPWiK and the Mayor of the City of Warsaw for trusting us that just causes are favored by the law and that emergencies require out-of-the-box solutions!

We advise MPWiK in all areas concerning “Czajka”: civil law, commercial law, construction law, real estate law, environmental law, water law, criminal economic law, banking law, insurance law, public procurement law, as well as court and administrative proceedings and corporate governance and compliance law.

MPWiK was represented by attorney partner Prof. Michał Romanowski and senior associate r.pr. Aleksander Orzeł.

Open letter from Prof. Michał Romanowski to the president of the Warsaw District Court

The legal security of doing business must be guaranteed by courts that are free and independent of politicians and power. Business needs a space of freedom. That is why, in addition to providing legal services to businesses, we are involved in the fight for the rule of law by representing, among others, judges Igor Tuleya and Pawel Juszczyszyn. Business, like all of us, needs, like air, the certainty that final court rulings will be enforced. Government officials do not respect court rulings. The latest example is provided by the President of the Warsaw District Court, Joanna Przanowska-Tomaszek, who refuses to enforce a security order directing that Judge Igor Tuleyi be allowed to rule. She believes that the order of the President of the Court of Appeals in Warsaw has the power to suspend the effects of a final court decision. What this means for business, including in light of the upcoming October 13 amendments to the Commercial Companies Code, our law firm’s partner Michal Romanowski has written repeatedly.

We publish Prof. Michał Romanowski’s open letter to the president of the District Court in Warsaw, Joanna Przanowska-Tomaszek.

Lack of time records is a risk that can be addressed

Many employers do not keep time records. Employers also often confuse records with systems for employees to record their own time. The lack of proper time records generates significant risks on the part of the employer. They can contribute to the obligation to pay for unjustifiably declared overtime. These risks can and should be addressed before the first claims arise.

This issue is discussed in more detail by attorney Przemysław Mazur in the pages of Dziennik Gazeta Prawna

Link to article.

We are setting another precedent in capital market and trust fund cases.

Once again we have won against the Financial Supervision Commission before the Supreme Administrative Court. The Supreme Administrative Court upheld the cassation appeal of Romanowski and Partners in a precedent-setting case concerning the issue of the so-called “parking of shares” on behalf of a “hidden” shareholder.

The ruling is very important for capital market practice (in particular, closed-end investment funds, private foundations, and trusts). It concerns the scope of obligations related to a significant stake in a public company incumbent on the beneficiaries of such entities.

We reasoned that the beneficiary’s ability to exert influence over the exercise of rights from shares is crucial. Contrary to the FSC’s position, it is not enough that the trust institution was established to multiply the beneficiary’s assets. It is necessary to study the nature and legal construction of the trust institution. Not every beneficiary can be “automatically” considered a “hidden” shareholder. After all, the law is context!

From the Firm’s side, the case was handled by Prof. Michał Romanowski and Piotr Haiduk.

CJEU ruling affects overtime settlement.

Nowadays, the prevailing view seems to be that the conclusion by an employer of two employment contracts with the same employee allows separate accounting for overtime from each of these contracts. This view is based on a Supreme Court resolution from more than 50 years ago, issued under a state of law that is no longer in force. Last year, the CJEU issued a ruling that orders this view to be revised.

We invite you to read the opinion of mec. Przemysław Mazur on this issue on law. pl.

The opinion is available here: LINK