commercial law

by dr Andrzej Jakubiec - adwokat, mediator

The Decision to End a Business Partnership is a Process

I know people who stay for years in relationships that drain them, limit them, and take away their joy in life. By “relationships” I mean family relationships, intimate relationships, and business cooperation (regardless of its legal form). In this article, I will focus on the decision to end cooperation with a business partner.

I know something about this. I have made such decisions myself when I wanted to end cooperation with my partners. Someone once made such a decision about me. I also decided to leave the University of Łódź, which was very difficult, but something pushed me to do it. And finally, I have advised on such matters hundreds of times as a lawyer. Initially, I focused on legal aspects, but the psychological knowledge I gained over time allowed me to look at these issues much more broadly. Today I know that the law is only a tool — it sets certain boundaries that must be taken into account, like trees when we run through a forest. But they do not determine our decision to run, the route, the pace, or whether it will be a single run or become our routine. Most partners don’t leave because they can’t for legal reasons — they stay because they don’t understand the decision mechanism.

Is Ending a Partnership Something Bad?

No. You have the right to end any cooperation. If you feel that this time is coming to an end, you have the moral right to use the legal tools that serve to end that cooperation. You do not need to feel any guilt because of it. Companies and contracts define people’s behavior for a certain period of time. People agree to this because they assume that during that time, cooperation will benefit them more than the lack of cooperation. If for any reason that assessment has changed, you can end the cooperation.

The Law Does Not Recognize Contracts That Bind Us Forever

Every legal relationship can be terminated — from an employment contract, through a commercial company, to marriage. It does not always mean ending it without cost or immediately, but in most cases it is possible. The law confirms the rule of the “temporariness” of cooperation by allowing contracts to be terminated so that we can use this possibility. Without guilt. Without shame.

If you remain in a relationship against yourself, feeling that you are losing in it, then someone is probably parasitizing on you and wants it to last forever. After all, they gain a lot with very little effort — at your expense.

What Drives Us to Make the Decision to End Cooperation?

Professional reports state that the most common cause of conflicts between partners is financial issues. I agree — but only partially. I believe that the financial area is where deeper causes of conflict most easily concentrate, and it is also the easiest to explain to everyone around. But if those deeper causes did not exist, there would usually be no financial dispute at all. Today, let’s look at how to make the decision to part ways without analyzing the cause or the level at which the conflict has grown.

Three Elements of the Decision to End Cooperation with a (Business) Partner

In modern psychology there is a lot of decision making models. Here I’ll present you one of them: simple and elegant Fogg’s Decision Making Model. The matter turns out to be quite simple with this model. To make a decision, three elements must occur:

• motivation
• ability (perceived ease)
• a trigger — an impulse to act

Importantly, all three elements must occur together. If even one is missing, the decision will not be made.

Motivation to Exit the Company and End Cooperation

What is motivation? Motivation is a state resulting from our emotions that make us strive for something or avoid something. Motivation has an affective, biological basis. Its social and psychological aspects are secondary. And that’s good — because it makes the matter much simpler. If we function well, we are motivated to achieve what is good for us and avoid what is bad for us. Yes, we can make mistakes in judgment, but that is another issue.

Assessing the Difficulty of the Decision to End Cooperation

Ability — or our assessment of how difficult the action is — is a key factor. We must remember that we tend to rationalize and justify passivity because it is convenient for us. Change requires effort, so our mind subconsciously suggests that we should like the situation we are in. It does this in two ways: it tells us that “here” is good and that “there” is bad, dangerous, uncertain. This means that we deceive ourselves into believing that change is harder than it really is. We do this out of laziness and we are brilliantly creative at it.

The Impulse to Act

The trigger is the impulse to behave in a certain way, to make a decision. We say that “the last drop spilled the cup.” A trigger can be almost anything, but most often they appear regularly — we just silence them when we lack motivation or when the change seems associated with real or imagined difficulties. When motivation appears and the task becomes realistically possible, we only need to wait for the trigger. But if motivation is lacking or the task seems too difficult, the trigger will not cause action.

The Fogg Curve — When Do We Make the Decision (to Exit the Company)?

What is the Fogg’s decision making model? The factors influencing our decisions can be presented graphically using the Fogg Curve. It looks like this:

We can see that:

• we are likely to make a decision if we have high motivation and the task is easy (as long as a trigger appears);
• we are unlikely to act if we have low motivation and the task is difficult (even if a trigger appears).

More about the Fogg Model can be found here: Behavior Change = Motivation + Ability + Prompt or B=MAP.

The Decision to End Cooperation. What Should Make You Reflect on Ending Cooperation?

Intuition

Our strongest weapon and unconscious competence. When I listened to it, I succeeded; when I ignored it, I got into trouble. Only deeper studies in psychology and behavioral analysis made me understand how powerful a tool each of us has. And I write this with full responsibility also as a lawyer.

Guilt

Especially if it is being induced in you by your partner — this is a clear red flag. Making you feel guilty is one of the strongest mechanisms of manipulation.

Lack of space to talk about what matters to you

Caring for the relationship between partners is as important as in a marriage. If you do not talk about your fears, plans, ambitions, it means things are already very bad.

Being promised the future

Plans must be:

• real,
• measurable,
• time‑bound,
• concrete.

If they are not, and your partner only tells you to “work hard so that someday it will be better,” then change the plan — or the partner.

You get nothing out of it

We work for a purpose. If you feel that you give everything, but in this personal arrangement your energy, time, and abilities are being burned — let it go. You have only one life; you can have many partners.

If some of these points apply to you, it means you are aware that you are stuck somewhere you do not want to be. And that is already the basis for change.

Deadlock

Deadlock is one of the most destructive situations in business relationships. It is not just a red flag — it is a structural breakdown.

When shareholders hold equal power, even simple decisions can become impossible. As a result, the company may stop functioning altogether while the conflict continues to escalate.

Deadlock occurs when the conflict itself becomes more important than the business. At that point, rational decision-making is replaced by control, ego, and escalation.

This is the moment when waiting becomes the most expensive strategy.

Red Flags and Their Meaning When Deciding to End Cooperation

Red flag / warning sign	How it looks in practice	What it means psychologically	Consequences for you and the company
Intuition says “something is wrong”	Unexplained tension, discomfort, the feeling that “something is off”	Intuition is unconscious analysis — a signal that your brain sees danger	Ignoring intuition leads to years of losses and burnout
Guilt induced by the partner	Suggestions like “you won’t manage without me,” “you’ll let the company down”	Classic manipulation and a tool of control	Loss of agency, emotional dependence, bad decisions
No space to talk about important matters	Avoiding difficult topics, gaslighting, belittling your needs	The relationship is one‑sided and communication is toxic	Growing tension, no room for development, escalating conflict
Being promised the future	Promises without deadlines, without specifics, without measurable effects	A mechanism keeping you in place — “carrot on a stick”	Blocked career, no real influence, wasted years
No real benefits from cooperation	You work more than others and gain the least	Exploitation, asymmetry of effort and reward	Burnout, frustration, sense of injustice
Rationalizing passivity (“here is safe”)	Delaying decisions, excusing the partner, justifying pathology	A defense mechanism — avoiding effort and change	Staying in a bad relationship, rising psychological and financial costs
Ignored triggers	Repeated “last drops” that change nothing	Lack of connection between motivation and ability	The trigger never becomes a decision — you stay stuck for years
Distorted perception of difficulty	“It will be too hard,” “I can’t,” “I have no options”	Your brain is deceiving you — avoidance mechanism	Decision postponed indefinitely, rising risks
Lack of trust in the partner	Hidden information, unclear actions, lack of transparency	The relationship is already dead — it’s only a matter of time	Conflict escalates, costs rise every month

The Fogg Curve in the Context of Exiting a Company

Element of the Fogg Model	What it means in the context of a partner	How it looks in practice	What happens when one of the three elements is missing
Motivation	The emotional and psychological reason to end cooperation	Exhaustion, frustration, sense of injustice, intuition saying “this is not it,” lack of trust	The partner stays in the relationship despite harm; rationalizes the situation; “maybe it will get better”
Perceived ability	Assessment of whether exiting is realistically possible — legally, financially, organizationally	Consulting a lawyer, analyzing the contract, assessing risks, understanding procedures	The partner believes “it can’t be done,” “it’s too hard,” “I have no options”; decision paralysis; or they haven’t been hurt enough yet (no trigger)
Trigger	The impulse that initiates action	Another manipulation, lack of payment, broken promise, humiliation, value conflict	If motivation or ability are low — the trigger changes nothing; passivity returns
High motivation + high ability + trigger	Optimal point for making a decision	The partner sees the sense of change and knows how to execute it	The decision is made quickly and consciously; determination is high; change will happen
High motivation + high difficulty	You want to leave but “don’t know how”	Fear, delaying the decision, excuses	Triggers do not lead to action; frustration grows; your future depends on whether you seek solutions or wither where you are
Low motivation + high ability	You can leave but feel no need	“It’s fine,” “It’s not ideal but it’s okay,” “I don’t want to waste energy”	You may be in the right place and not need to change anything
Low motivation + low ability	You don’t want to leave	Passivity, comfort, but you couldn’t leave even if you wanted to	The decision will never happen without a change in motivation; only then will you consider ability

Legal audit is the foundation and it’s role in Decision to End a Business Partnership

In this situation, you must know where you stand. It is not enough to simply read the contract you signed years ago. The contract is not everything. You are also bound by what is not in the agreement:

• thousands of applicable regulations that were not “repeated” in the written contract;
• the principles of interpretation of those regulations;
• customs and principles of social coexistence;
• judicial case law.

I know it sounds daunting, but: 1) that is why you have a lawyer to analyze it, and 2) to tell you exactly where you stand. Do not worry—the other party has the same problem.

However, it is crucial to know exactly what can and cannot be changed in a given situation right now. It is worth knowing how to shape the situation so that new opportunities appear on your side or options available to your partner disappear.

You must identify and assess the risk, including legal risk. Do not expect 100% certainty here—it does not exist in law. Expect a level of certainty and probability significant enough to allow for rational decision-making.

Remember, however, that the law only opens or closes certain doors. It is entirely up to you, though, whether and through which of the open doors you choose to walk. The fact that you have a certain right does not mean it will be purposeful, right, or beneficial to exercise it at this moment. That is a matter of strategy, which I will help you develop.

Decision to End a Business Partnership. Invitation to cooperation

Often, the first step to ending an unfavorable cooperation with a business partner is starting a good cooperation with a lawyer who understands not only the regulations but also the mechanics of such conflicts.

This is exactly what I offer you:

• a detailed legal analysis of your situation;
• defining realistic goals and alternatives (including the preparation of a BATNA);
• developing a strategy for action;
• support in negotiations, mediations, or litigation;
• conducting the entire process—from the decision to its implementation.

I will not influence your motivation—that is not my role. To push you toward a decision I will not either. I can, however, do something much more important: show you the real level of difficulty of this decision, limit the risk, and guide you through the entire process in a thoughtful and safe manner.

If you are at a point where:

• you are considering ending the cooperation,
• you have doubts about what you can do,
• or you feel that “something is wrong” but you don’t know how to organize it,

…then do not act in the dark. One ill-considered decision can cost years of dispute and very significant money. I know you may not know where to start. That is normal.

Contact me: 📩 kancelaria@jakubieciwspolnicy.pl 📞 536 270 935

Take the first step—it is the only thing you have to do alone. We will plan and execute the rest together.

FAQ – Questions about Decision to End a Business Partnership

Can I end cooperation with a partner in any situation?

As a rule—yes. Almost every legal relationship is resolvable. What differs, however, are:

• the procedure,
• the time,
• the costs,
• the risks.

The key question is not “if you can,” but “how to do it so you don’t pay more than necessary.” There are, however, exceptions: the law recognizes the concept of a “prisoner in a limited liability company.” which concerns a minority shareholders. In such cases, other measures must be considered to persuade the partners to “let you go.”

Do I need a “valid reason” to exit the company?

This depends on the legal structure of the company. In some companies, a valid reason is significantly taken into account and allows, for example, for the company to be dissolved earlier. In other cases, it may be the basis for excluding a partner from a limited liability company. However, the lawyer’s role is to persuade the other party to make a concession even when they are not legally obliged to do so.

What if my partner does not agree to end the cooperation?

This is a standard situation. A lack of consent from the other party:

• does not block all scenarios,
• but it does change the strategy.

In such cases, it is crucial to:

• build a negotiating advantage,
• prepare alternatives (BATNA),
• use legal tools appropriately.

In any case, remember that the field of play is fluid and we can shape it. If the partner’s consent is required today, we can attempt to change the circumstances so that it is no longer required—or so that they want to grant it. A partner will always make the best decision for themselves. Therefore, one must influence the environment so that it is more profitable for them to agree to part ways than to keep you in the company against your will.

Is it better to negotiate or go to court?

This is not an “either-or” choice. In practice:

• a well-prepared path to court often strengthens negotiations,
• and negotiations without a real alternative in the form of a lawsuit are usually ineffective.

First, you build your position, then you choose the tool. I view negotiations very broadly; litigation is like the use of kinetic force in politics. There, war is a way of conducting policy. Similarly in business—litigation is a clash intended to serve a purpose. It is a form of forceful negotiation. And during a trial, you can always negotiate in parallel: directly and verbally, through intermediaries, or via the method of faits accomplis. Yes, people don’t talk about it, but… non-verbal negotiations exist!

How long does it take to end cooperation?

From a few weeks to several years. It depends mainly on:

• the level of conflict,
• the legal structure,
• the preparation of the parties,
• the determination of the parties,
• external and random factors.

The most common mistake: starting actions without preparation, which extends the entire process manifold.

Can I exit “without losses”?

There are no completely cost-free solutions. But let’s distinguish costs from losses. There will always be costs: notary fees, taxes, costs of consultants and lawyers. But these are calculated costs. Will you exit without losses? It happens that partners exit companies with a great profit; other times, they accept certain losses just to end it or protect the rest of their capital.

The question is: is the cost of exiting lower than the cost of staying? And that is a strategic decision, not just a legal one.

How do I know if it’s the right moment for a decision?

If:

• you are losing trust,
• your communication is not functioning,
• your work does not translate into real benefits,
• your intuition tells you it’s time to leave,

…then leave.

by dr Andrzej Jakubiec - adwokat, mediator

CORPORATE DEADLOCK IN POLAND. REALITY IN 2026

Corporate deadlock is one of the most dangerous situations in a privately held company. When two shareholders hold equal power, even simple decisions may become impossible. As a result, the business can stop functioning while the conflict escalates.

This problem often arises in companies with a 50/50 ownership structure. At first, the structure seems fair. However, when a serious disagreement appears, neither side can impose a solution.

For foreign investors operating in Poland, understanding how corporate deadlocks arise and how they can be resolved is essential. Otherwise, a profitable investment may turn into a long and costly dispute.

Key Takeaways

• A corporate deadlock arises when shareholders cannot adopt key decisions because their voting power is equal.
• Deadlocks most often occur in companies with a 50/50 ownership structure or poorly drafted shareholder agreements.
• When a deadlock appears, the company may be unable to appoint management, approve budgets, or distribute profits.
• Under Polish law, several legal mechanisms may help resolve a shareholder deadlock, including even shareholder exclusion or company dissolution.
• However, an important question arises: what is the best solution? Should litigation be the first option? Or can strategic negotiation or mediation resolve the conflict faster while protecting the value of the business?
• For foreign investors, early legal strategy is essential. Otherwise, a corporate deadlock may lead to years of costly litigation in Poland. Therefore, it is crucial to understand the psychological dynamics of negotiations and the basic principles of behavioral analysis.

What Is a Corporate Deadlock?

A corporate deadlock occurs when shareholders cannot adopt key decisions because their voting power is equal. As a result, neither side can control the company or move it forward.

Deadlocks most often appear in companies with a 50/50 ownership structure. At first, such a structure may seem balanced and fair. However, once a serious disagreement arises, decision-making can stop completely.

In practice, a corporate deadlock may block essential actions in the company. For example, shareholders may be unable to appoint management, approve budgets, distribute profits, or adopt strategic decisions.

This situation creates serious risks for investors. Even a profitable company may stop operating effectively if its owners cannot reach agreement.

For this reason, corporate deadlocks often escalate into shareholder disputes. If the conflict continues, the parties may eventually seek legal solutions under Polish corporate law.

Typical Deadlock Situations in Polish Companies

Corporate deadlocks rarely appear suddenly. In most cases, they arise when a serious disagreement develops between partners who hold equal power in the company.

Many investors associate deadlocks only with a 50/50 ownership structure. However, the problem may also arise at the level of the management board.

In many Polish companies, the same individuals act both as shareholders and board members. As a result, a personal conflict between partners may spread across the entire governance structure of the company.

Deadlock at the Shareholder Level

Deadlocks often arise when two shareholders each hold 50% of the voting rights. In this situation, neither side can adopt key resolutions without the consent of the other.

As a result, the shareholders’ meeting may become unable to approve budgets, appoint management, distribute profits, or adopt strategic decisions.

Although this situation can paralyze the company’s long-term strategy, its immediate operational impact is often limited to the lack of resolutions.

Deadlock at the Management Board Level

Conflicts become more dangerous when the same partners also serve on the management board.

In such cases, the dispute may quickly spread from the shareholders’ level into the daily operations of the company.

Unlike the shareholders’ meeting, the management board makes operational decisions on an ongoing basis. Because of this, conflicting board members may block each other’s actions more directly.

For example, one board member may reverse a partner’s decision, issue contradictory instructions, or formally prohibit a particular action.

In some cases, internal rules may require the consent of the entire board before certain actions can be taken. A conflict between board members may therefore stop those actions completely.

Operational Consequences of a Board-Level Conflict

A conflict within the management board is also much more visible to employees and business partners.

Its effects often appear immediately in the company’s day-to-day functioning. Employees may receive contradictory instructions, while key decisions remain unresolved.

Such situations can seriously damage internal morale and weaken the company’s credibility in the eyes of contractors and clients.

In extreme cases, the conflict may also disrupt the company’s ability to act in court, administrative, or tax proceedings, where clear representation and consistent decisions are required.

Since the beginning of my professional career, I have specialized in resolving shareholder conflicts and preventing corporate deadlocks. I have guided numerous international investors through complex disputes, protecting their capital and ensuring business continuity. In this article, I share a real-life scenario illustrating how communication breakdowns between partners can escalate, along with the tangible consequences for the company: Escalation of Disputes Between Partners – A Real Scenario.

Advantages and Disadvantages of Litigation in Resolving Corporate Deadlocks

Litigation is a formal and legally binding method to resolve shareholder disputes in Poland. It provides certainty about the outcome and allows a court to impose a partner’s will when negotiation fails.

Advantages of Litigation:

• A clear, formal procedure with defined legal rules.
• Legally enforceable decisions that all parties must follow.
• The ability to resolve disputes when other methods, such as negotiation or mediation, have failed.

However, litigation also carries significant risks and challenges, especially in the context of corporate deadlocks:

Disadvantages of Litigation:

• Time-consuming: Court proceedings can last months or even years, delaying strategic decisions.
• Delayed impact: Rulings often arrive when the conflict has already shifted to new areas, reducing the decision’s practical effect.
• Conflict escalation: Litigation can transform the original dispute into a secondary conflict, far removed from the initial cause.
• High costs: Legal fees, court costs, and expert valuations accumulate rapidly.
• Growing involvement: More parties are drawn in, complicating communication and coordination.
• Reputational damage: Public court cases can harm the company’s image with clients, investors, and partners.
• Morale and culture: Employee confidence drops when internal conflicts become visible and prolonged.
• Long-term uncertainty: Investors, contractors, and banks perceive heightened risk, potentially affecting financing and partnerships.
• Revenge and retaliation: Even after a judgment, parties often seek to retaliate, transferring the dispute to new areas.
• Loss of flexibility: Shareholders become bound by formally stated positions, fearing loss of face and further escalation.

While litigation can enforce a decision, it rarely resolves the underlying issues. In corporate deadlocks, relying solely on courts may preserve legality but often sacrifices speed, efficiency, and long-term business stability.

Why Negotiation, Mediation, and Arbitration Often Outperform Litigation

Feature	Mediation	Arbitration	Court Litigation
Duration	Very Fast (weeks to few months)	Moderate (6–12 months)	Slow (24–36+ months)
Cost	Low (negotiated fees)	Moderate/High	High (legal fees over years)
Confidentiality	Full (private & closed)	High (private)	None (public records)
Decision Maker	Parties (with a Mediator)	Expert Arbitrator	State Judge
Control over Outcome	Total (voluntary agreement)	Limited (binding award)	None (imposed judgment)
Relationship Impact	Preserves business ties	Neutral	Destructive (adversarial)
Enforceability	Binding (after court approval)	Binding (NY Convention)	Binding (state execution)

In my professional career, my greatest successes have been achieved on the field of negotiation and mediation. These methods allow investors to resolve corporate deadlocks more efficiently, protect business value, and preserve relationships between partners.

The Advantages of Negotiation and Mediation

Negotiation and mediation offer a range of benefits that litigation cannot match:

• Speed: Mediation settlements can be reached in weeks or months, compared to years in Polish courts.
• Lower costs: Avoid expensive court fees, expert valuations, and prolonged legal proceedings.
• Confidentiality: Discussions remain private, protecting the company’s reputation and sensitive information.
• Focus on underlying causes: Unlike litigation, mediation aims to resolve the root issues of the conflict, not just declare a winner.
• Reduced risk of retaliation: Parties are less likely to seek revenge or escalate the conflict after a mediated settlement.
• Positive impact on company culture: Preserves employee morale and confidence, avoiding visible tension and operational disruption.
• Better for the company’s image: Partners, clients, contractors, and investors see proactive conflict management rather than public disputes.

In shareholder deadlocks, these methods often prevent escalation and protect both the business and its people. They allow partners to regain control without being “consumed” by formalized positions or fear of losing face.

Arbitration: A Strategic Middle Ground

Arbitration offers a hybrid approach between mediation and litigation:

• It provides a binding, enforceable resolution like litigation.
• It is faster and more flexible than traditional court proceedings.
• Arbitration proceedings remain private and confidential, limiting reputational risks.
• While slightly more formal and costly than mediation, it still avoids the inefficiencies and absurd delays of the Polish court system.

In practice, arbitration often serves as the most pragmatic solution when parties cannot reach an amicable agreement through negotiation but wish to avoid the long, unpredictable timelines of court litigation. You can read more about one the best polish arbitration here. And here you have a link to a website of one of the best mediation center in Poland.

The Reality of Polish Courts

Poland’s legal system is often unable to handle complex shareholder disputes efficiently:

• Court cases can take years, sometimes 12–36 months or longer for first-instance rulings.
• Decisions may arrive when the conflict has already shifted or escalated to other areas of the business.
• Litigation rarely addresses the root cause of the dispute, creating secondary conflicts and frustration.

In this context, negotiation, mediation, and arbitration are not just alternatives—they are strategic tools that protect business value, relationships, and long-term stability.

Our Expertise in Corporate Conflict Resolution

For over a decade, we have helped companies resolve complex corporate disputes, including family businesses and conflicts between family-owned firms and foreign investors.

• Academic foundation: I earned my PhD in Commercial Law in 2014 with a dissertation on Options as Capital Market Instruments: A Civil Law Analysis. I worked for 12 years at the Department of Commercial and Business Law at the University of Łódź.
• Teaching experience: I lecture corporate law to aspiring advocates and have taught postgraduate courses on Company Law at the University of Łódź.
• Specialized training in negotiation and dispute resolution: I completed postgraduate studies in Negotiation, Mediation, and ADR at the University of Warsaw and postgraduate studies in Forensic Psychiatry and Psychology at the University of Łódź. I am currently deepening my expertise in Behavioral Analysis at the School of Emotional Intelligence in Wrocław.
• Practical experience: Negotiation is my passion, realized daily in complex shareholder disputes, cross-border M&A transactions, and corporate mediation. I have successfully guided family businesses and their investors through high-stakes conflicts, protecting both business value and relationships.

Our multidisciplinary approach combines law, psychology, and strategic negotiation to deliver efficient, lasting solutions for corporate deadlocks and shareholder disputes. I wrote about shareholders disputes resolving here.

Frequently Asked Questions (Q&A)

Q: What is a corporate deadlock in Poland?
A: A deadlock occurs when shareholders or board members cannot reach decisions, paralyzing company operations.

Q: Can a 50/50 shareholder deadlock be resolved?
A: Yes. Common solutions include:

• Buy-sell agreements
• Shotgun clauses
• Structured share buyouts
  These allow one partner to buy the other’s shares at fair market value.

Q: How long does litigation usually take?
A: Court proceedings in Poland may last 12–36 months. Deadlocks often escalate, making early intervention essential.

Q: Is mediation faster than litigation?
A: Almost always. Mediation:

• Resolves disputes in weeks or months
• Reduces costs significantly
• Preserves confidentiality
• Minimizes risk of revenge or escalation

Q: What about arbitration?
A: Arbitration is a middle ground between mediation and court litigation. It is faster, less costly, and more flexible than court trials.

Q: Can a minority shareholder block key decisions?
A: Yes. Certain resolutions require qualified majorities (2/3 or 3/4), allowing minority shareholders to veto.

Q: Are mediation or arbitration settlements legally binding in Poland?
A: Yes. Approved settlements have the same legal force as court judgments and can be enforced by a bailiff.

Q: How should foreign investors act when deadlock emerges?
A: Early consultation is critical. Consider:

• Strategic negotiation
• Mediation
• Arbitration
• Only then, litigation if necessary

Q: Can conflict affect company operations?
A: Absolutely. Deadlocks often:

• Impact board and management decisions
• Reduce morale
• Harm client and investor confidence
• Delay legal or tax proceedings

Q: Do you provide services in languages other than English?
A: Yes. We deliver legal advice and documentation in:

• English
• French
• Russian

Facing a deadlock in your Polish subsidiary? Contact us for a strategic consultation to protect your investment:

📩 kancelaria@jakubieciwspolnicy.pl

📞 536 270 935

by dr Andrzej Jakubiec - adwokat, mediator

SHAREHOLDERS DISPUTES IN POLAND

Conflict between business partners is one of the most serious risks to any investment. In Poland, shareholders disputes can quickly escalate into a corporate deadlock, blocking key decisions and paralysing operations for months or even years. For foreign investors, understanding the legal tools available under Polish corporate law is essential. Whether you are a majority investor from the United States or a minority shareholder from Switzerland, legal clarity protects your capital. At Jakubiec & Partners, we support international investors in resolving shareholder conflicts through negotiation, mediation and litigation.

Shareholders Disputes: Key Takeaways for International Investors

• Shareholder disputes in Poland often arise from poorly drafted Articles of Association.
• A 50/50 ownership structure may lead to a corporate deadlock.
• Polish law allows mechanisms such as shareholder exclusion or share buyouts.
• Mediation frequently resolves conflicts faster and at lower cost than litigation.
• Early legal advice significantly increases the chances of protecting the investment.

Common Causes of Shareholders Disputes in Poland

Many conflicts and shareholders disputes originate from weaknesses in the company’s Articles of Association (Umowa Spółki / Statut). Poorly drafted clauses often leave partners without a clear exit strategy. As a result, even minor disagreements may escalate into serious disputes.

Typical triggers of shareholder disputes

• Dividend disputes — disagreements over profit distribution versus reinvestment.
• Management obstruction — 50/50 ownership structures often lead to decision-making deadlocks.
• Information rights violations — minority shareholders may be denied access to financial or operational data.
• Competing activities — a shareholder may start a business that competes with the company.

Legal Tools for Resolving Shareholders Disputes in Poland

Polish corporate law offers several mechanisms to resolve shareholder disputes. Many investors, however, only learn about these tools once the conflict has already escalated.

The most common mechanisms include:

• shareholder exclusion lawsuits,
• negotiated share buyouts,
• mediation settlements,
• amendments to the Articles of Association,
• company dissolution in extreme cases.

Each mechanism requires a tailored legal strategy. Early legal analysis is therefore crucial.

Deadlock Resolution: Protecting the Company’s Future

A corporate deadlock is one of the most serious threats to a company’s stability. When shareholders cannot adopt resolutions, the company may lose strategic direction and operational continuity.

Can a shareholder be expelled from a Polish company?

Yes. Under the Polish Commercial Companies Code (KSH), shareholders may seek court exclusion of another partner in specific circumstances. Courts apply this remedy only when important reasons exist, and proceedings typically last 12–24 months.
For this reason, exclusion is considered a last resort.

How can a 50/50 deadlock be resolved?

Several contractual mechanisms may prevent or resolve deadlock situations, including:

• buy-sell agreements,
• shotgun clauses,
• structured share buyouts.

These tools allow one partner to buy the other’s shares at a fair market price, enabling the company to continue operating without disruption.

Why Mediation Often Outperforms Litigation

In shareholder conflicts, mediation frequently produces faster and more predictable outcomes than court proceedings.

Key advantages of mediation

• Cost efficiency — mediation avoids court fees, expert opinions and lengthy procedural costs.
• Confidentiality — unlike court proceedings, mediation remains private and protects the company’s reputation.
• Speed — while litigation may last years, mediation often results in a binding settlement within weeks or months.

Once approved by a court, a mediation settlement becomes legally enforceable.

When Should Investors Contact a Shareholders Disputes Lawyer?

Many investors seek legal advice too late. Early intervention often prevents long and expensive litigation.

You should consult a lawyer if:

• communication between shareholders breaks down,
• key decisions become blocked,
• financial transparency disappears,
• a partner begins competing with the company.

Strategic negotiation may resolve the dispute before it escalates. You should also seek legal advice if you are planning to end cooperation with a business partner and want to understand your options.

Expertise Beyond the Statutes: The Science of High‑Stakes Negotiation

In complex shareholder disputes, mastery of the law is only half the battle. Effective resolution also requires understanding human psychology and negotiation dynamics. This combination is what distinguishes my approach from that of many commercial lawyers.

I hold a PhD in Commercial Law and serve as a lecturer for the Advocates’ Bar Association. I have also lectured at the Faculty of Law at the University of Łódź. Yet legal expertise is only one dimension of my work.

Many disputes escalate due to psychological dynamics between partners. To address this, I expanded my professional education into behavioural fields.

I completed postgraduate studies in:

• Negotiations, Mediations and ADR at the University of Warsaw,
• Forensic Psychiatry and Psychology at the University of Łódź.

I am currently continuing my studies in Behavioural Analysis at the School of Emotional Intelligence in Wrocław.

This multidisciplinary background allows me to identify emotional and strategic drivers behind shareholder conflicts. As a result, disputes that appear chaotic often become structured, manageable negotiations.

Enhanced Security for International Investors

Having worked with foreign clients for many years, I understand that cross‑border investors require more than legal advice. They expect certainty, transparency and risk control.

To meet these expectations, Jakubiec & Partners introduced safeguards that exceed typical market standards.

Personal Accountability and €2.5M Professional Insurance

Our firm maintains €2.5 million in professional liability insurance.
As the lead partner, I also assume personal liability for the firm’s obligations, including the actions of every team member.
This provides clients with an additional layer of security.

The “Gold Standard” Conflict of Interest Audit

International clients often worry about hidden conflicts of interest.
We therefore conduct a rigorous verification procedure before accepting a case.

The process includes:

• signing a Non‑Disclosure Agreement (NDA),
• signing a Conflict Verification Agreement,
• performing a detailed internal audit of professional, business and social links with the opposing party.

After the audit, we issue a Declaration of No Conflict of Interest, secured by contractual penalties.

Proven Experience in Cross‑Border Transactions

International disputes require not only legal knowledge but also cultural understanding.
Our firm has represented investors from:

• the United States,
• the United Kingdom,
• France,
• Germany,
• Switzerland,
• Turkey,
• Ukraine.

One of our landmark projects involved managing the share acquisition in the Oscar‑winning Se‑ma‑for animation studio, representing investors from Switzerland and the UK. The project required complex coordination across multiple jurisdictions.

Shareholders Disputes: Frequently Asked Questions (FAQ)

Can a minority shareholder block key decisions in Poland?

Yes. Certain corporate decisions require a qualified majority (two‑thirds or three‑quarters). Minority shareholders may therefore block important resolutions. It happens commonly in shareholders disputes.

Are mediation settlements legally binding in Poland?

Yes. Once approved by a court, a mediation settlement has the same legal force as a judgment and may be enforced by a bailiff.

How long do shareholder disputes last in Poland?

Court proceedings typically last 12–36 months, sometimes longer.
Mediation or negotiated buyouts often resolve disputes much faster.

Does Jakubiec & Partners provide services in languages other than English?

Yes. We provide legal services and documentation in:

• English,
• French,
• Russian.

What are the typical legal fees in shareholder disputes?

Our standard fee is €250 net per hour. This covers consultations, document analysis and meetings.
For negotiations, mediations or litigation, we conclude a clear written agreement specifying the main fee and a success fee, depending on the complexity and value of the case.

Considering a Shareholder Dispute in Poland?

If you are facing a conflict with a business partner in Poland, early legal analysis may protect your investment. A short consultation often clarifies risks, negotiation options and the most effective strategy.

At Jakubiec & Partners, we provide strategic advice for international investors involved in shareholder disputes, focusing on practical solutions that protect both the company and the investor.

Resources and Legal Ethics

Polish legal professionals operate under strict ethical standards.
You may review the relevant regulations:

• Polish Bar Council Code of Ethics,
• Polish Bar Act.

You may also read our guide on litigation costs in Poland and transparent fee structures:

HOW TO FIND THE RIGHT LAW FIRM IN POLAND?

You may also read my text linking Maerscheimer’s theory with shareholders disputes practice. If you’re curious, just click the link and read:

What Does J. Mearsheimer Teach Us About Shareholders Conflicts?

The Frontier of Modern Disputes: AI & Coupled Confirmation Bias

I actively monitor how Artificial Intelligence reshapes shareholder negotiations. I am the author of the concept of ‘Coupled Confirmation Bias‘—a phenomenon where AI-driven tools, if misused, can reinforce the existing biases of both parties, deepening corporate deadlocks. You can also explore my other article concerning tunnel vision and the role of LLM in shareholders disputes.

by dr Andrzej Jakubiec - adwokat, mediator

LEGAL FEES AND LITIGATION COSTS IN POLAND

The financial predictability of litigation costs in Poland is a decisive factor for foreign investors evaluating whether to pursue a commercial dispute. Understanding court fees, legal costs, and procedural risks is essential for making informed, ROI‑driven decisions.

See 3 Key Commercial Litigation costs in Poland:

1. In the majority of commercial and civil cases, the court entry fee is 5% of the claim value, capped at PLN 200,000 (approx. EUR 45,000). Are there additional costs during the trial?  Yes. Apart from the entry fee, you should budget mainly for:
2. Expert Witness Fees: If the case requires technical knowledge, the court will appoint an expert. You will be required to pay an advance (zaliczka) for their remuneration.
3. Sworn Translators: Since the official language of the court is Polish, all foreign documents and testimonies must be translated by certified professionals.

The “Loser Pays” Principle: Risks of Litigation Cost in Poland

What happens if I lose the case? 

Litigation costs in Poland follow the “loser pays” principle. If you lose, you are generally required to reimburse the winning party for their court fees and a portion of their legal representation costs, as defined by statutory rates.

Example: Estimated Cost of a €700,000 Commercial Dispute in Poland

To illustrate the typical cost structure of litigation in Poland, consider a commercial dispute with a claim value of €700,000.

Court fee.
In most commercial cases, the court entry fee amounts to 5% of the claim value, which in this example would be approximately €35,000 (subject to the statutory cap).

Expert witness fees.
If the case requires technical or financial expertise, the court will appoint an expert. Depending on the complexity of the dispute and the number of expert opinions required, the advance for expert fees may range from approximately €2,000 to €10,000.

Legal representation.
The statutory minimum fee for legal representation in a case of this value is approximately PLN 15,000. In practice, the actual cost of legal services is usually higher and depends on the nature and complexity of the dispute, as statutory tariffs rarely reflect the real cost of complex commercial litigation.

Additional costs in our Firm typically include:

• court hearing attendance, for example approximately PLN 1,500 per hearing,
• hourly legal work, which in our firm’s case is €250 per hour for cross-border legal services delivered in English.

Other procedural costs.
Minor procedural expenses, such as travel reimbursement for witnesses, are usually relatively small (often around €50 per witness).

Risk of losing the case.
If the claim is unsuccessful, the losing party is generally required to reimburse the opposing party for their court costs and a portion of their legal representation expenses, according to statutory tariffs.

Alternative dispute resolution.
An alternative to court litigation is ADR, such as mediation. Mediation is usually significantly less expensive than a full court trial. In a dispute of this scale, a mediator’s fee may be approximately PLN 10,000 (around €2,400), although legal assistance costs should also be taken into account.

In our firm, legal services in mediation would typically be billed at the hourly rate of €250, potentially combined with a success fee ranging between 5% and 15% of the recovered amount, reduced by the fees already paid for hourly legal work.

In disputes other than monetary claims, success fees are determined using different criteria, depending on the economic value and strategic importance of the outcome.

Legal Fees: Why Predictability is Our Priority

For many international companies, litigation is not merely a legal procedure but a strategic instrument for enforcing contracts and protecting their investments.

At Jakubiec & Partners, we understand that foreign business clients need a fixed framework to operate. We compete on the quality of our work and our deep experience in commercial disputes and partnership mediations. Our pricing reflects a balance between senior-level expertise and operational efficiency, allowing us to provide high-quality representation without the cost structure typical of large international firms.

Transparent Remuneration Models

Our fee structure is always individually tailored to the specific case. However, the one thing that never changes is transparency. All rules regarding our remuneration are detailed in the initial contract. We guarantee that you will not be surprised by hidden costs mid-litigation.

Unrivaled Security and Professional Liability

We provide a level of security that goes beyond standard market practice:

• Insurance: Our firm is backed by a professional liability insurance (OC) of €2.5 million.
• Personal Accountability: As the lead partner, I am personally and fully liable with my entire private assets for the Firm’s obligations.
• Conflict of Interest & NDA: Before we start, we sign a strict NDA and a Conflict of Interest Verification Agreement. Both are secured by contractual penalties (liquidated damages) payable to the Client. We provide a written statement of the conflict check result, also secured by a penalty.

How much does a good lawyer in Poland charge per hour?

In addition to court fees and procedural costs, companies involved in cross-border disputes must also consider the cost of legal representation.

For cross‑border legal services delivered in English, our standard hourly rate is EUR 250 (net). Services provided in French or Russian are billed at EUR 300 (net). These rates apply to consultations and document drafting.

In the case of mediations, negotiations, and court litigation, fees are determined individually. They depend on the specific nature of the case, its complexity, and the total value of the dispute. If you would like to receive a quote for a specific matter, please feel free to contact us directly.

Experience Across Borders: Who Have We Helped?

We have successfully represented and advised clients from:

• North America: USA
• Europe: France, Germany, Switzerland, UK, Ukraine
• Asia/Middle East: Turkey

Our landmark projects include the legal management of the share acquisition in the Se-ma-for studio (Oscar winner). I worked for investors from Switzerland and the UK in this case. Then I applied this experience in many other M&A transactions. This experience allows us to understand both the legal and cultural aspects of international business disputes.

Frequently Asked Questions (main FAQ):

1. Can I recover my legal fees in Poland? Yes, the court can award the reimbursement of legal representation costs from the losing party. They are often based on official state tariffs which may differ from your actual contract.
2. Is mediation cheaper than a court trial? Almost always. Mediation avoids high Litigation costs in Poland. We actively encourage negotiations between partners to settle disputes efficiently.
3. Can I trust a Polish lawyer in a case against a Polish company? Yes. We place immense importance on transparency and the elimination of any potential conflict of interest. This is why we have implemented a rigorous onboarding procedure. It goes far beyond the standard requirements of the Polish Bar Act and the Code of Ethics for Attorneys-at-law. We conduct a detailed investigation into any professional, business, or social connections between our team members and the opposing party. They include their management board, supervisory board, or disclosed shareholders. This verification is performed under a separate agreement for a fixed fee of EUR 250 net. Following this audit, we provide the Client with a written declaration regarding the conflict check results. This statement is legally binding and subject to a contractual penalty (liquidated damages) payable by us to the Client.

Other questions

1. How long does a commercial court case usually take in Poland? On average, commercial disputes in Poland take between 12 to 24 months for a first-instance ruling. However, through our specialized negotiation and mediation services, we are often able to reach a settlement much faster. It allows us save our clients both time and court fees.
2. Do I need to travel to Poland for the court hearings? Not necessarily. In many cases, especially after the recent digitalization of the Polish judiciary, hearings can be conducted remotely via video conferencing. Furthermore, as your legal representatives, we can handle most procedural matters on your behalf through a power of attorney.
3. Is it possible to recover the 5% court entry fee if we settle? Yes. If a settlement is reached before the trial begins or during mediation, the Polish court system allows for a partial or even full refund of the court fee. It depends on the stage of the proceedings. If you win the case, the court fee may also be reimbursed by the losing party.

How to find a trusted law firm in Poland? You can also read the following guide:

HOW TO FIND THE RIGHT LAW FIRM IN POLAND?

Before recommending litigation, we carefully analyse the contractual documentation, the available evidence and the economic context of the dispute to assess the realistic chances of success.

If you are considering litigation or negotiations with a business partner in Poland, we can provide a preliminary legal and strategic assessment of your case. Based on the available documents, we will explain the realistic litigation risks, estimated costs, and possible negotiation strategies before any formal engagement.

In many situations, a short initial consultation is sufficient to determine whether litigation in Poland is economically justified or whether negotiation or mediation would be a more effective solution.

If you would like to discuss a specific dispute or potential claim, you can contact us directly to arrange a consultation in English.

by dr Andrzej Jakubiec - adwokat, mediator

JAKUBIEC & PARTNERS. A TRUSTED LAW FIRM IN POLAND

Are you looking for a trusted law firm in Poland? Foreign clients operating in Poland expect not only legal expertise, but also clear rules of cooperation and real guarantees of professional responsibility. We understand these expectations. Choosing a law firm in another country naturally raises questions about confidentiality, conflicts of interest, independence and financial security. To address these concerns, we have implemented solutions that make these issues transparent, measurable and predictable. In our firm you can find accountability, transparency and international standards.

NDA with a Contractual Penalty – it is our standard

Why are we a trusted law firm in Poland? At the client’s request, we sign a Non‑Disclosure Agreement that includes a contractual penalty (liquidated damages clause). This mechanism simplifies potential claims: in the event of a breach, the client does not need to prove the amount of damage — only that the breach occurred.

You can read more about our NDA’s philosophy: https://jakubieciwspolnicy.pl/en/nda-in-poland-contractual-penalty/

Written Conflict‑of‑Interest Statement

We provide a written declaration confirming that we have no business or personal ties to the opposing party. Transparency in this area is a core element of international professional standards.

Trusted Law Firm in Poland – Contractual Financial Liability

Our agreements may include a contractual penalty payable to the client in the event of a breach of confidentiality or a false conflict‑of‑interest statement. This ensures clear risk allocation and strengthens the security of cooperation.

Full Responsibility and Financial Stability. The Trusted Law Firm in Poland provides it.

The founder of the firm, attorney‑at‑law Dr. Andrzej Jakubiec, bears full and unlimited personal liability for obligations towards clients, as required by Polish law.

This responsibility is additionally secured by:

1. professional liability insurance up to EUR 2.5 million, including contractual liability,
2. the option to purchase an additional dedicated insurance policy for high‑value projects,
3. full compliance with the Code of Ethics of the Polish Bar.

This combination of personal accountability and robust insurance protection provides clients with real financial security.

Experience with International Clients

We provide legal services to foreign companies operating in Poland. Our experience includes:

Switzerland – capital investments, support for technology startups, complex inheritance matters,

USA – IT contracts between American technology companies and Polish engineering teams,

France and Germany – shareholder disputes, transport law, intellectual property, ongoing corporate advisory,

United Kingdom and Sweden – capital investments, including in the technology sector, and multi‑layered business disputes,

Ukraine – legal support for agricultural and manufacturing companies.

A significant part of our practice involves shareholder disputes, conflicts in family‑owned businesses and projects requiring access to sensitive financial data, including due diligence processes.

Legal Expertise and Interdisciplinary Knowledge

Our dispute resolution and negotiation practice is grounded in strong academic preparation and an interdisciplinary approach.

The founder’s qualifications include:

a PhD in business law,

postgraduate studies in negotiation and mediation (University of Warsaw),

postgraduate studies in forensic psychiatry and psychology (University of Łódź),

ongoing education in behavioural analysis.

This combination of legal expertise and understanding of conflict dynamics allows us to conduct cases with attention to both formal legal aspects and the psychological mechanisms underlying disputes.

Contact Us

If you are looking for a trusted law firm in Poland that operates with ethics, clear rules of responsibility and transparent cooperation standards, we invite you to get in touch.

We will be pleased to discuss your project and the available confidentiality and contractual‑liability safeguards.

You can contact us by phone, email or through the form on our website:

📩 kancelaria@jakubieciwspolnicy.pl

📞 536 270 935

FAQ – Frequently Asked Questions

1. Can you provide a draft NDA?  

Yes. We provide an NDA draft upon request. Clear rules for information protection are a foundation of our cooperation.

2. Does your insurance cover contractual liability, including penalties under an NDA?  

Yes. Our professional liability insurance up to EUR 2.5 million covers contractual liability, including agreed liquidated damages.

3. Does the founder of the firm bear personal liability for obligations towards clients?  

Yes. Under Polish law, an attorney running a law firm bears full and unlimited personal liability.

4. Is an NDA with a contractual penalty standard practice in Poland?  

No, it is not common. In our practice, however, we treat it as an element of transparent risk allocation for international clients.

5. Can financial security be increased for large projects?  

Yes. For high‑value projects, we can arrange an additional dedicated insurance policy.

How to find a trusted law firm in Poland? You can read also this text:

HOW TO FIND THE RIGHT LAW FIRM IN POLAND?

by dr Andrzej Jakubiec - adwokat, mediator

CONFIDENTIALITY AND NDAS IN POLAND

We do not sign NDAs because we doubt our team, our procedures, or our professionalism. We sign them because we are completely confident in all of these — and we want our Clients to see that.

NDA with contractual penalty? Yes, we do accept it.

We are a Polish law firm advising foreign companies, international investors and SMEs operating in Poland. We understand that confidentiality is not a formality — it is a fundamental business requirement. Sensitive commercial information, strategic plans, internal disputes, shareholder conflicts or financial data must remain fully protected.

Confidentiality is not only a contractual matter. Under Polish law, attorneys are bound by strict professional secrecy obligations. This statutory duty, combined with GDPR compliance and internal security procedures, forms the foundation of how we protect client information in every legal engagement.

NDA with Contractual Penalty – A Clear Allocation of Risk

We do not want to put anyone in the uncomfortable position of having to prove damages in court in order to recover losses caused by a breach of confidentiality. For that reason, we are prepared to sign a comprehensive Non-Disclosure Agreement (NDA) at the outset of cooperation. It includes a clearly defined contractual penalty mechanism where appropriate.

Under Polish law, a contractual penalty (kara umowna) simplifies enforcement: the injured party does not need to prove the precise amount of damage, only the fact of breach. In cross-border business relations, this predictability is often essential.

We are ready to agree on reasonable and proportionate penalty clauses reflecting the scale and nature of the project. This is not a symbolic gesture — it is a transparent allocation of risk and responsibility.

Such clauses are standard in international business practice, and we have no hesitation in accepting them within a professionally structured framework. Our professional liability insurance (EUR 2.5 million), which also covers contractual liability, provides an additional layer of financial security and ensures that any agreed responsibility is effectively backed by insurance coverage.

How We Protect Confidential Information

Our approach is simple and disciplined:

• we protect all data with strict internal protocols and controlled access systems,
• only authorised lawyers and team members involved in a specific matter have access to case materials,
• we maintain structured and traceable document management procedures,
• we apply GDPR-compliant data protection standards,
• we understand the commercial and litigation consequences of any breach of confidentiality.

In many disputes — especially commercial and corporate conflicts — improper handling of confidential information becomes a separate legal risk and may escalate the conflict itself. This is particularly relevant in M&A transactions, during Due Diligence processes, and in shareholder disputes, where access to sensitive financial and strategic data is central to the matter. Our role as legal advisors in Poland is not only to resolve disputes, but to prevent additional exposure.

Confidentiality as Part of Professional Ethics and Legal Services in Poland

Foreign clients often tell us that what they value most is not only legal expertise, but also discretion, predictability and accountability. We share this view.

Signing an NDA with a clearly structured contractual penalty is not a burden — it is a natural extension of:

• our statutory professional secrecy obligations under Polish law,
• our experience in cross-border legal services,
• our understanding of international compliance standards,
• and our commitment to secure, trustworthy cooperation.

If your business requires absolute discretion when operating or investing in Poland, we are prepared for it. Safeguarding your information is not just part of our work — it is a principle we stand by.

Contact Our Law Firm in Poland

Do you want to know how we work, discuss confidentiality arrangements, or request an offer for legal services? Feel free to contact us.

A conversation about the terms of cooperation is an opportunity for both sides to define expectations clearly and build a solid foundation of trust.

📩 kancelaria@jakubieciwspolnicy.pl
📞 +48 536 270 935

We know that confidentiality is the foundation of the attorney–client relationship worldwide. That is why we look to the highest international standards — such as the ABA’s guidance on confidentiality https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_6_confidentiality_of_information/(americanbar.org in Bing — to ensure that our Clients receive the same level of protection.

NDA with contractual penalty. Frequently Asked Questions (FAQ)

1. Can you send us your NDA template?

Yes, of course. Please contact us and we will gladly provide a draft of our Non-Disclosure Agreement. For us, clear confidentiality terms are a foundation of professional cooperation.

2. Does your insurance cover contractual obligations such as NDA penalties?

Yes. Our professional liability insurance, up to EUR 2.5 million, also covers contractual liability, including obligations arising from agreed contractual penalties. This ensures that our commitments are financially secured.

3. Does the leader of your law firm bear personal liability toward clients?

Yes. Advocate Dr Andrzej Jakubiec, the founder of our law firm, bears full and unlimited personal liability for obligations toward our Clients. This reflects our approach to responsibility and professional integrity.

4. Is signing an NDA standard practice on the Polish legal market?

No. Many law firms in Poland are still reluctant to sign NDAs with contractual penalties. We are proud to do so. In our view, accepting clearly defined confidentiality obligations is a natural element of modern legal services for international business.

You can read about us here: https://jakubieciwspolnicy.pl/en/english-speaking-lawyer-in-poland-commercial-litigation-expert/

If you are courious, how do we perceive the shareholders disputes in modern conflict environment, read these two articles:

COUPLED CONFIRMATION BIAS – MY CONCEPT

What Does J. Mearsheimer Teach Us About Shareholders Conflicts?

by dr Andrzej Jakubiec - adwokat, mediator

HOW TO FIND THE RIGHT LAW FIRM IN POLAND?

It is a Practical Guide for Foreign Companies. Choosing a law firm in a foreign jurisdiction is never simple. For international companies operating or entering the Polish market, the challenge is even greater: differences in legal culture, language barriers, unfamiliarity with court procedures, and uncertainty about enforcement standards may create real business risk. This guide provides foreign businesses with a practical framework for choosing a reliable, competent, and trustworthy law firm in Poland — particularly in the area of commercial litigation in Poland, dispute resolution in Poland, and cross-border enforcement in Poland. It is based not only on formal criteria, but also on real experience in representing foreign investors and SMEs in complex corporate and dispute matters.

1. English speaking lawyer in Poland

The base is to find an English speaking lawyer in Poland. For foreign companies, seamless communication is fundamental. A Polish lawyer should be able to:

• communicate fluently in business-level English (or German, French, Russian etc.),
• prepare bilingual contracts and pleadings,
• explain Polish legal procedures clearly and without unnecessary jargon,
• represent the client in negotiations and before Polish commercial courts.

A short introductory call is often enough to verify whether the lawyer is truly an English speaking lawyer in Poland, or whether communication will be filtered through intermediaries.

2. Look for Proven Experience With Foreign Investors

Cross-border representation requires more than language skills.

In my practice, I have:

• represented Swiss and UK investors in the acquisition of the Oscar-winning Se-ma-for Film Studio in Łódź,
• served on the supervisory board of Se-ma-for on behalf of foreign investors,
• handled joint venture disputes and shareholder conflicts,
• represented foreign clients (including from Sweden and France) in family-business conflicts involving commercial structures,
• established companies in Poland for German and Ukrainian entrepreneurs,
• structured M&A transactions and investor agreements as a PhD in commercial law.

These matters required not only knowledge of Polish corporate and civil procedure law, but also an understanding of how foreign investors assess legal risk, governance standards, and strategic exposure.

When choosing a law firm, ask for specific examples of cross-border experience — not general declarations.

3. Experience in Commercial Litigation and Shareholder Disputes

Many foreign companies seek assistance only once a conflict has escalated: unpaid invoices, breach of contract, deadlocked joint ventures, or shareholder disputes. Effective representation in commercial litigation in Poland requires:

• strong courtroom experience,
• strategic use of interim measures,
• familiarity with evidentiary rules under the Polish Civil Procedure Code,
• experience in shareholder disputes and corporate governance conflicts,
• knowledge of enforcement mechanisms through Polish bailiffs.

The Mediation and Negotiation Advantage: Litigation, however, is not always the optimal path. In many cross-border disputes, a carefully designed negotiation strategy or mediation process can significantly reduce financial and reputational risk. Early strategic intervention often determines whether a matter escalates into full-scale litigation or is resolved through structured settlement discussions.

I completed postgraduate studies in Negotiations, Mediations, and other Alternative Dispute Resolution (ADR) methods at the University of Warsaw: https://wpia.uw.edu.pl/pl/studia/studia-podyplomowe/podyplomowe-studia-negocjacji-mediacji-i-innych-alternatywnych-metod-rozwiazywania-sporow, as well as postgraduate studies in Forensic Psychiatry and Psychology at the University of Łódź: https://www.wpia.uni.lodz.pl/psychiatria. To further refine my strategic approach to conflict, I am currently continuing my professional development at the Behavioral Analysis Studies in Wrocław: https://sie.edu.pl/analiza-behawioralna/#Opis.

I am also a member of the Advocates’ Mediation Center at the District Bar Council in Łódź: https://lodz.adwokatura.pl/adwokackie-centrum-mediacji/mediatorzy/

4. Understand the Real Concerns of Foreign Clients

Foreign entrepreneurs often express specific concerns:

• unpredictability of court practice,
• duration of proceedings,
• litigation costs,
• reliability and accountability of local counsel.

I am personally familiar with these concerns.

Predictability and Timelines

I outline realistic timeframes and procedural stages at the outset of every case. While no responsible lawyer can guarantee the duration of court proceedings, it is possible to explain procedural milestones, likely evidentiary phases, and potential appeal scenarios.

Cost Transparency

I provide a clear cost structure and explain which elements are predictable (court fees, standard procedural costs) and which depend on developments during litigation. Clients receive a structured estimate and ongoing updates to avoid financial uncertainty.

Professional Accountability

As a Polish attorney, I bear personal professional liability. I guarantee the quality, integrity, and diligence of our work with my own name and assets. My professional liability insurance coverage amounts to EUR 2.5 million.

5. Independence and Conflict-of-Interest Procedures

Foreign companies should always request:

• a written conflict-of-interest check,
• confirmation of independence,
• written engagement terms.

Professional dispute resolution in Poland requires strict compliance with ethical and procedural standards.

6. Choose a Firm That Matches Your Scale

In our experience representing foreign SMEs in Poland, the most common strategic mistake is choosing a law firm that is too large — primarily because of brand recognition.

The Risk of Over-Scaled Structures

In such firms:

• the client often pays high hourly rates,
• the matter is delegated to a junior associate with limited courtroom experience,
• the well-known partner signs off but is not deeply involved.

Direct Partner Involvement

For many foreign SMEs involved in disputes or cross-border enforcement in Poland, a specialized boutique firm provides:

• direct partner involvement,
• strategic consistency,
• proportional cost structure,
• real courtroom experience.

Before instructing any firm, ask directly:
“Who will personally conduct representation before Polish commercial courts?”

The answer is decisive.

As a PhD in commercial law, I have extensive experience in:

• company formation in Poland,
• drafting shareholder agreements,
• structuring M&A transactions,
• preparing investor agreements,
• designing joint venture frameworks.

I place particular emphasis on clarity of contractual provisions and transparent cooperation rules with clients. Many shareholder conflicts originate from ambiguous clauses drafted without anticipating dispute scenarios.

Preventive structuring is often more valuable than litigation.

8. Cultural Awareness in Dispute Resolution

Disputes are not only about statutes and procedural codes. They also concern negotiation culture.

Companies from Germany, Switzerland, the UK, France, Scandinavia, the US or Ukraine often differ in:

• risk tolerance,
• documentation standards,
• approach to settlement,
• internal decision-making dynamics.

Effective dispute resolution in Poland requires understanding these differences and aligning litigation strategy accordingly.

9. Practical Verification Checklist

10. Common Mistakes Foreign Companies Make

Avoiding these mistakes significantly improves your position in any commercial dispute in Poland.

Jakubiec & Partners – Your Trusted Partner Across Poland

We support international clients across major Polish business hubs. We offer clear, practical guidance tailored to SMEs investing, operating, or resolving disputes in Poland. Whether you are entering the Polish market, managing a shareholder conflict, or seeking to recover assets, we provide strategic legal representation grounded in experience and analytical precision.

Contact us today to discuss your business objectives in Poland or to schedule a strategic legal consultation. English speaking lawyer in Poland:

📩 kancelaria@jakubieciwspolnicy.pl

You can read more about us here: https://jakubieciwspolnicy.pl/en/cross-border-commercial-disputes-in-poland-jakubiec-partners/

and here you see my text about shareholders disputes in three-person companies: https://jakubieciwspolnicy.pl/en/what-does-j-mearsheimer-teach-us-about-shareholders-conflicts/

FAQ – Foreign Companies and Legal Disputes in Poland

How long does commercial litigation in Poland usually take?
First-instance proceedings often last between 12 and 24 months, depending on complexity and evidentiary scope.

Can proceedings before Polish commercial courts be conducted in English?
Court proceedings are conducted in Polish. Documents in foreign languages require certified translations.

Can a foreign company sue in Poland without a Polish subsidiary?
Yes, if jurisdiction exists under EU regulations or applicable private international law rules.

How are foreign judgments enforced in Poland?
EU judgments are generally enforceable after formal recognition. Non-EU judgments require separate recognition proceedings before enforcement.

What are typical litigation costs?
Court fees are statutory and predictable. Legal fees depend on scope and complexity. A structured cost estimate should always be provided at the outset.

by dr Andrzej Jakubiec - adwokat, mediator

LEGAL SUPPORT FOR FOREIGN SMES OPERATING IN POLAND

We are english‑speaking lawyers in Poland. Jakubiec & Partners is a Polish law firm specializing in cross-border commercial disputes and strategic legal advisory for international SMEs operating in Poland. Based in Łódź, with a strong presence in Warsaw and representation capabilities throughout Poland, we advise and represent foreign entrepreneurs who require not only legal compliance, but also strategic clarity in a complex regulatory and negotiation environment. For 17 years, our founder has worked with approximately 60 foreign companies from, among others, the United Kingdom, Germany, Switzerland, France, and Turkey. We support international SMEs both in day-to-day corporate matters and in high-stakes commercial disputes before Polish courts and arbitration tribunals.

Who we help?

We support international SMEs that operate in Poland or are involved in commercial disputes with Polish counterparties.

Commercial Disputes and Strategic Legal Advisory in Poland

Our Practice Focuses On:

• Cross-border commercial disputes in Poland
• Strategic negotiation structuring in complex cross-border business conflicts
• Corporate advisory for foreign investors
• Commercial litigation, mediation, and asset recovery in Poland
• Risk mitigation and dispute prevention strategies

Business Entry, Operations & Growth

We assist foreign entrepreneurs in navigating the complexities of Polish business law, ensuring secure and compliant operations from day one.

Our services include:

Company Formation & Market Entry: Establishing subsidiaries, branches, and representative offices aligned with your long-term strategic objectives.

Corporate & Shareholder Matters: Advising on shareholder disputes, joint ventures, corporate governance issues, and internal restructuring.

Mergers, Acquisitions & Joint Investments: Legal support in negotiations concerning the acquisition of commercial companies, joint ventures, and strategic partnerships.

Commercial Real Estate: Legal due diligence, negotiation, and oversight of property acquisitions and commercial lease agreements.

Employment & Compliance: Drafting employment contracts, advising on HR policies, and ensuring compliance with Polish labor regulations.

We regularly advise foreign clients in payment disputes (claims for receivables), corporate conflicts, and strategic governance matters.

Cross-Border Disputes & Strategic Negotiations

For international companies facing disputes with Polish contractors, suppliers, shareholders, or business partners, we provide a structured and analytically grounded approach. Our firm has extensive experience in complex business negotiations, particularly in:

• Shareholder conflicts and disputes within joint ventures
• Deadlocks in strategic investment projects
• High-value commercial disagreements

Our founder previously served on the Supervisory Board of the Oscar-winning animation studio Se-ma-for Sp. z o.o.: https://en.wikipedia.org/wiki/Se-ma-for, representing a Swiss / British investor. This role required navigating sensitive cross-border corporate dynamics and investor protection issues.

In addition to a PhD in Commercial Law and postgraduate studies in Negotiation and Mediation (University of Warsaw): https://wpia.uw.edu.pl/pl/studia/studia-podyplomowe/podyplomowe-studia-negocjacji-mediacji-i-innych-alternatywnych-metod-rozwiazywania-sporow as well as Forensic Psychiatry and Psychology (University of Łódź), our founder completed the Cycle de Droit Comparé at Université Robert Schuman in Strasbourg: https://pl.wikipedia.org/wiki/Université_de_Strasbourg_III. He is currently undertaking advanced studies in behavioral analysis in Wrocław: https://sie.edu.pl/analiza-behawioralna/#Opis, focused on business and organizational conflict, further strengthening our analytical framework for understanding conflict dynamics.

Dr. Jakubiec is also a Certified Mediator. He is officially registered on the List of Permanent Mediators maintained by the President of the District Court in Łódź (official registry link).

What do we apply?

• Strategic negotiation structuring and conflict de-escalation techniques
• Analysis of counterpart’s behavioral patterns
• Litigation strategy aligned with business objectives

This interdisciplinary approach enables us to effectively manage negotiation stalemates and dispute escalation. We provide a long-term strategic perspective rather than focusing on a purely procedural one.

Our founder regularly publishes on negotiation dynamics, AI in disputes, and behavioral aspects of commercial conflict.

Furthermore, Dr. Jakubiec is the architect of the Coupled Confirmation Bias (CCB) framework. He developed this concept to explain the phenomenon of rapid dispute escalation observed in his practice. Particularly in scenarios where both parties utilize AI to interpret the counterparty’s intentions and design their own strategic moves. You can explore his in-depth analysis of CCB here: The Coupled Confirmation Bias
 and CCB Part 2

Litigation, Arbitration & Asset Recovery in Poland

When litigation becomes necessary, we provide rigorous representation before Polish courts and arbitration tribunals.

Commercial Litigation in Poland: Representation in payment claims, contractual disputes, shareholder conflicts, and corporate litigation.

Mediation & Alternative Dispute Resolution (ADR): Strategic mediation support aimed at preserving business value while resolving disputes efficiently.

Securing Transactions & Risk Mitigation: Preventing disputes before they arise through carefully structured contracts and enforcement planning.

Asset Tracing & Recovery in Poland: Identifying, securing, and recovering debtor assets within the Polish jurisdiction.

Enforcement Proceedings: Efficient navigation of enforcement mechanisms under Polish law to ensure successful recovery of claims.

Why International SMEs Choose Us in Poland?

Strategic Approach: Deep understanding of Polish enforcement mechanisms and procedural strategy.

Conflict Resolution: Experience in complex negotiation stalemates, particularly in shareholder and joint venture disputes.

Multilingual Communication Without Intermediaries: Direct legal support in English and French, with additional assistance in Russian.

Global Perspective: Cross-border experience gained through long-term cooperation with foreign investors and international SMEs.

Jakubiec & Partners – Your Trusted Partner Across Poland

We support international clients across major Polish business hubs. We offer clear, practical guidance tailored to SMEs investing, operating, or resolving disputes in Poland. Whether you are entering the Polish market, managing a shareholder conflict, or seeking to recover assets, we provide strategic legal representation grounded in experience and analytical precision.

Contact us today to discuss your business objectives in Poland or to schedule a strategic legal consultation:

📩 kancelaria@jakubieciwspolnicy.pl

📞 536 270 935

FAQ

1. Can a foreign company pursue a commercial claim against a Polish contractor?

Yes. Foreign SMEs can file commercial claims in Poland, and Polish courts regularly handle disputes involving international parties. We represent foreign companies throughout the entire process, from pre‑litigation strategy to enforcement.

2. How long does commercial litigation in Poland typically take?

Most commercial cases take between 8 and 18 months in the first instance, depending on complexity and the court’s workload. Well‑prepared filings and strategic case management can significantly shorten the timeline.

3. Can a foreign judgment be enforced in Poland?

Yes. Judgments from EU countries are enforceable under EU regulations, while judgments from non‑EU jurisdictions may require recognition by a Polish court. We handle both recognition and enforcement proceedings.

4. What documents are needed to start a dispute in Poland?

Typically: the contract, correspondence with the Polish counterparty, invoices, proof of delivery or performance, and any settlement attempts. We assist clients in preparing a complete evidentiary package.

5. Do you provide legal support directly in English or French?

Yes. We offer direct legal support in English and French, without intermediaries. We also provide assistance in Russian through a lawyer with a background in Russian philology.

6. Are out‑of‑court dispute resolution methods effective in Poland?

Yes. Our firm has extensive experience in resolving disputes through mediation and structured negotiation. We also represent clients in arbitration proceedings. These methods help avoid the natural risks of court litigation, reduce procedural costs, and typically lead to significantly faster outcomes.