Successful Defence of Board Members in Corporate Liability Dispute

🏆 Successful Defence of Board Members in Corporate Liability Dispute

Another significant victory for our Firm. We secured a full dismissal of claims seeking to hold our clients — members of a company’s management board — personally liable for the company’s outstanding obligations, fully protecting their private assets.

We represented members of the management board of a commercial company in complex litigation initiated by creditors seeking to satisfy their claims directly from our clients’ personal assets. The legal basis for the claims was rooted in Polish corporate law governing the subsidiary personal liability of board members for a company’s obligations — in particular Article 299 of the Commercial Companies Code — as well as insolvency regulations concerning the timeliness of filing for bankruptcy.

The case was multifaceted and required simultaneous analysis across several dimensions: an assessment of the company’s financial condition in the period preceding insolvency, a verification of the appropriateness and timeliness of the board’s actions, and an examination of whether statutory exculpatory grounds existed to exclude personal liability.

As part of our litigation strategy, we conducted a thorough review of the company’s financial and corporate documentation spanning several years of its operations. We demonstrated that the board had continuously monitored the company’s financial standing, taken reasonable restructuring measures, and — critically — had filed for bankruptcy within the statutory deadline. The body of evidence assembled, including an expert opinion from a certified accountant, effectively dismantled the claimants’ argument that the board had acted negligently and to the detriment of creditors.

The court accepted our arguments in full and dismissed the claims entirely. Our clients avoided personal liability for the company’s obligations, preserving the integrity of their private assets. The judgment reaffirms that effective defence in such cases demands not only a thorough command of the law, but also the ability to navigate the intersection of corporate law, insolvency proceedings, and corporate finance.

⚖️ Facing a similar challenge?

Whether you are a foreign investor, a board member of a Polish entity, or a company navigating financial difficulty — understanding the scope of personal liability exposure under Polish law is essential. Our Firm provides comprehensive legal counsel at every stage: from early-stage risk assessment and structuring, through representation in court proceedings, to the robust protection of your personal and business interests.

We work regularly with international clients and are fully equipped to advise in English across all areas of Polish corporate, commercial, and insolvency law.

📩 Get in touch — we are here to help.