| In Principle

We wish a joyful and restful holiday to our authors and readers. We will return in the New Year.

Entrepreneurs and other wealthy individuals in Poland now have the convenience of choosing between different succession planning tools. If their business and assets are largely Polish, and the beneficiaries live in Poland, a natural choice may be the family foundation, a relatively simple instrument based on Polish law and increasingly encountered in practice. But if the business is more international, and the family is dispersed between jurisdictions, many clients begin to consider foreign solutions.

In the operations of a Polish partnership, the need may arise for a partner to voluntarily exit the partnership. This can be done in several ways, depending on whether there is an agreement between the parties. The regulations provide for the possibility of transferring the totality of the partner’s rights and obligations to another person with the consent of all the partners, or lacking that, the possibility of terminating the partnership agreement. However, the code-based solutions may prove inadequate for various reasons. This raises the question of whether, and to what extent, the parties can regulate these issues outside of the code, based on their own agreement.

The property insurance policies available on the market, such as homeowner’s insurance, automobile insurance, coverage of business property, and construction and installation insurance, typically exclude the insurer’s liability for loss caused by war, hostile acts, terrorism or sabotage. These clauses have been purely hypothetical, but recent events in Poland are leading to a reconsideration of their interpretation and application.

In November we were feasting on St Martin’s croissants, and soon we will take out our Christmas place settings—perhaps from the ceramics manufacturers in Bolesławiec, Ćmielów or Chodzież. Currently only one of these famed Polish products—the poppyseed-filled rolls from Poznań—is covered by the EU’s system for protection of geographical indications. But will the portfolio of EU-protected Polish geographical indications soon expand greatly? This became possible at the beginning of December 2025.
 

Making an in-kind contribution (aport) to a limited-liability company accompanying an increase in the share capital is a commonly used device for restructuring enterprises, but it generates numerous controversies in the legal literature and court decisions. In commercial practice, major doubts arise concerning such issues as how to value the in-kind contribution, whether a separate in-kind contribution agreement is required, and whether an in-kind contribution can be made without amending the articles of association. To safely carry out an in-kind contribution, it is important to know how these issues are viewed by the courts and by commentators on the Commercial Companies Code.

More and more, influencer marketing is replacing traditional advertising. And it often generates measurable results, because audiences treat influencers as “people like us” and place greater trust in them than they do in actors in commercials. But sponsored cooperation poses legal challenges. How to ensure the transparency of influencers’ activity? How to protect consumers? The answers often differ from jurisdiction to jurisdiction.

Trading in counterfeit goods is not just an economic problem, but is first and foremost a crime that victimises honest businesses, undermining principles of fair competition and trust of consumers built up over years. It is important to be aware of the consequences facing perpetrators of these offences, and how an injured company can effectively protect its brand.

As the energy transition progresses, and volatility rocks the energy commodities markets, Poland is not exploiting the potential of biogas and biomethane—generation of electricity and heat from local substrates. The main reasons given for this state of affairs is the lack of relevant regulations for supporting the production of biomethane and for applying technologies increasing the efficiency of projects in this area. The industry’s expectations may at least partially be met by the plans announced by the Ministry of Climate and Environment to amend the Renewable Energy Sources Act.

When a party to a transaction was labouring under a mistake about the substance of the transaction, the party may be able to avoid the legal consequences of its stated intent to enter into the transaction. But what if the mistake arose in the preliminary stage leading up to the transaction, for example during the negotiations?

In the contemporary practice of secured financing, the registered pledge on a set of movables or property rights is an extremely common form of security. This is a flexible instrument which at least in theory gives the financing parties a sense that they hold collateral in the borrower’s entire enterprise (apart from real estate, which cannot be encumbered by a pledge). But when taking security interests in property rights, it is necessary to consider various contractual or statutory restrictions on the freedom to assign rights.

According to the American doctrine of foreign affairs pre-emption, in a federation the conduct of foreign affairs must be reserved for the federal government. If member states are allowed to pursue their own international agendas, it can embarrass the union and prevent it from speaking with one voice and from acting effectively on the international stage. Hence, member states should not only refrain from contradicting the federal government in international relations, but must not take any individual action in foreign affairs—even if the federal government remains silent on a particular issue of foreign policy. This negative aspect of the doctrine of foreign affairs pre-emption is called the “dormant foreign affairs pre-emption doctrine.”