by dr Andrzej Jakubiec - adwokat, mediatorSHAREHOLDERS 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:
You may also read our guide on litigation costs in Poland and transparent fee structures:
You may also read my text linking Maerscheimer’s theory with shareholders disputes practice. If you’re curious, just click the link and read:
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, mediatorLEGAL 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:
- 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:
- 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.
- 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):
- 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.
- 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.
- 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
- 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.
- 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.
- 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:
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.