Prof. dr hab. Adam OpalskiOf Counsel Adam.Opalski@gtlaw.com
Prof. dr hab. Adam Opalski’s practice centers on commercial law, private international law and civil law. He is the editor and co-author of the leading commentary on the Polish Commercial Companies Code, co-author of the parts of the "System of Private Law" devoted to commercial companies, and the author of monographs concerning groups of companies, European company law, the supervisory board of a joint-stock company and the institution of share capital.
Professor Opalski is the co-author of amendments to the Polish Commercial Companies Code devoted to the regulation of the simple joint-stock company as a new type of company in Polish law, cross-border mergers, the reform of the general meeting of shareholders in joint-stock companies, the reform of the share capital of joint-stock companies and amendments to the Polish Civil Code concerning commercial power of attorney.
- Corporate law
- Mergers and Acquisitions
- Corporate governance
- Corporate finance
- European and international company law
- Advised CCC S.A. in connection with the offer of new shares worth over PLN 500 million.
- Advised PCF Group S.A. in connection with the initial public offering of shares on the WSE with a value in excess of PLN 200 million.
- Advised CCC S.A. on the recapitalization and restructuring of debt.
- Advised Gremi Media S.A. on the preparation of its IPO on the WSE.
- Advised Pfleiderer Grajewo S.A. and Atlantik S.A. in connection with the cross-border reorganization (reverse takeover) in the Pfleiderer Group, in which Pfleiderer GmbH was acquired by Pfleiderer Grajewo S.A. from the proceeds of the public offering of shares in Pfleiderer Grajewo S.A. The total value of the transaction was PLN 744 million.
- Advised Energa S.A. on its PLN 2.4 billion IPO on the WSE.
- Advised Zespół Elektrowni “Pątnów-Adamów-Konin” S.A. on its PLN 680 million IPO on the WSE.
- Advised the Polish State Treasury on the PLN 5.4 billion IPO of Jastrzębska Spółka Węglowa S.A. on the WSE.°
- Advised Allianz S.E. in connection with the acquisition of the life and non-life insurance, pension funds and asset management business from Aviva and the acquisition of 51% of shares in companies offering life and non-life bancassurance products, which were joint ventures of Aviva and Santander. The value of the transaction is over EUR 2.5 billion.
- Advised the CCC Group in connection with the transaction of acquiring minority investors for eobuwie.pl S.A., which were Cyfrowy Polsat S.A. and A&R Investments Limited, one of the shareholders of InPost S.A. The total value of the pre-IPO transactions was PLN 1 billion.
- Advised Cyfrowy Polsat S.A. and Polkomtel sp.z o.o. ("Polsat Group") in connection with the sale of 99.99% of shares in their subsidiary Polkomtel Infrastruktura sp. z o.o., part of the Polsat Group, to Cellnex Poland sp. z o.o., a subsidiary of Cellnex Telecom S.A., a leading operator of telecommunications infrastructure in Europe. The value of the transaction exceeded PLN 7 billion.
- Advised Goldman Sachs International, through its related company Bricks Acquisition Limited, in connection with a tender offer for the sale of 100% of ROBYG S.A. shares with a value of PLN 1 billion, squeeze-out of minority shareholders and withdrawal of ROBYG S.A. shares from WSE listing.
- Advised BNP Paribas SA as the seller of shares of BNP Paribas Bank Polska S.A. in the accelerated book-building process.
- Advised Agora S.A. in connection with the acquisition of 40% of shares in Eurozet sp.z o.o.
- Advised Madison International Realty LLP, a global private equity investor operating in the real estate sector, in connection with the indirect acquisition of a majority stake in Capital Park S.A.
- Advised Société Générale in connection with the sale of Euro Bank, its retail banking subsidiary in Poland, to Bank Millennium.
- Advised Deutsche Bank AG in connection with the sale and demerger of Deutsche Bank Polska S.A.’s local Private & Commercial Banking business to Santander Bank Polska S.A. (formerly Bank Zachodni WBK).
- Advised Deutsche Bank AG in connection with the intra-group transfer of shares and the merger of Deutsche Bank PBC S.A. with Deutsche Bank Polska S.A.
- Advised BNP Paribas Group in connection with the acquisition of the core banking business of Raiffeisen Bank Polska S.A. by Bank BGŻ BNP Paribas S.A. for PLN 3.25 billion, and the related equity investment of PLN 430 million by the European Bank for Reconstruction and Development through the acquisition of a circa 4.5% stake in BGŻ BNP Paribas from Raiffeisen Bank International AG and BNP Paribas SA.
- Advised Benefit Systems S.A. on the process of obtaining funds for the further development of the Benefit Systems S.A. group by way of: (i) the issuance of 184,000 ordinary bearer shares with the exclusion of the pre-emptive rights of the Company’s current shareholders; and (ii) the sale (further resale) of 100,000 treasury shares of the Company.
- Advised Raiffeisen Bank Polska S.A. on the process of restructuring.
- Advised Alior Bank on an agreement to acquire Bank BPH’s core business from affiliates of GE Capital.
- Advised Kompania Piwowarska S.A. on a dispute related to the ownership of shares, including representation before the Supreme Court.
- Advised Orlen Upstream on the acquisition of FX Energy Inc.
- Advised BNP Paribas on the PLN 4 billion acquisition of Bank Gospodarki Żywnościowej S.A. from Rabobank.
- Represented Cyfrowy Polsat S.A. on the PLN 6.15 billion acquisition of Metelem Holding Company Limited, the sole owner of Polkomtel, in exchange for shares in Cyfrowy Polsat.
- Advised DZ Bank on a corporate restructuring process related to the bank’s operations in Poland.
- Advised PKO BP Bank on the PLN 2.6 billion acquisition of Nordea Bank Poland, Nordea Life and Nordea Finance.
- Advised PKN Orlen S.A. on litigation proceedings regarding compensatory damages and with respect to the corporate issues of a key PKN Orlen subsidiary.
- Advised PZU S.A. on corporate disputes concerning the distribution of profits amounting to PLN 3.2 billion, including representation before the Supreme Court.
- Advised Raiffeisen Bank International AG on the EUR 460 million acquisition of a 70% share in Polbank EFG.°
- Advised Spartan Capital Holdings on the PLN 18.1 billion acquisition of Polkomtel S.A.°
- Advised the majority shareholders of Cyfrowy Polsat S.A. in the sale of 25% of shares in the business.°
- Advised Cyfrowy Polsat S.A. in the acquisition of Telewizja Polsat S.A.°
- Advised Investors Holding in the acquisition of 100% of shares in DWS Polska TFI S.A.°
- Advised Innova Capital in the equity investment made by EBRD and WCP Cooperatief in Meritum Bank S.A.°
- Participated as an expert in various arbitration proceedings concerning corporate disputes between Vivendi S.A. and Deutsche Telekom AG in Polska Telefonia Cyfrowa sp. z o.o.°
- Participated as an expert in the BIT arbitration between Vivendi S.A. and the Republic of Poland.°
- Advised PZU S.A. on various corporate matters.
- Advised AnaCap in connection with the acquisition of FM Bank PBP.
- Advised Energa S.A. on a corporate dispute concerning voting rights in the company.
- Advised Energa S.A. on matters related to the structure of the group.
- Represented Zakłady Azotowe Puławy S.A. in its consolidation process with Zakłady Azotowe Tarnów-Mościce, and creation of Grupa Azoty. The consolidated group is the second largest player in the fertilizers market in Europe.
- Advised Emperia Holding S.A. in a group’s defense against a hostile takeover by Eurocash S.A.°
- Advised TP S.A. in the settlement related to the arbitration dispute between TP S.A. and Danish Polish Telecommunications Group I/S.°
°The above representations were handled by Mr. Opalski prior to his joining GREENBERG TRAURIG Nowakowska-Zimoch Wysokiński sp.k.
- Head of the Chair of Private International and Commercial Law, University of Warsaw, Faculty of Law and Administration, since 2021
- Assistant lecturer (1998-2003), adjunct professor (2003-2009), professor (since 2009), University of Warsaw, Faculty of Law and Administration, Chair of Private International Law and Commercial Law
Adam Opalski has authored over 100 scientific publications on commercial law, including:
- Editor and co-author, Commentary on the Polish Commercial Companies Code, Vol. IIA-IIB - Limited liability company, 2018, Vol. IIIA-IIIB - Joint stock company, 2016, Vol. IV - Mergers, divisions and transformations of companies. Criminal Provisions, 2016, C.H. Beck, Warsaw
- Co-author: Private International Law. Commentary, in: J. Poczobut (ed.), WoltersKluwer, Warsaw 2017. Explanations on the Act - Private International Law: Art. 17-21 (together with A. W. Wiśniewski)
- Author, “Law on Groups of Companies,” C.H. Beck, Warsaw, 2012
- Author, “European Company Law,” LexisNexis, Warsaw, 2010
- Author, “The Supervisory Board in Joint-Stock Companies,” C.H. Beck, Warsaw, 2006
- Author, “Legal Capital, Distribution of Profits and Redemption of Shares,” LexisNexis, Warsaw, 2002
- Company Laws of the EU - A Handbook, red. A. Vicari, A. Schall, H. Beck, München, 2020, Part 4: Poland, Chapter 1 - Introduction, Chapter 7 - Groups of Companies (the latter with P. Moskała)
- System of Private Law. Vol. 17B - Company law, ed. S. Sołtysiński, C.H. Beck, Warsaw, chapters: Share Capital and Shares (chapter XIII); Shareholders' Rights and Obligations (chapter XIV); Amendments to the Articles of Association and Increase of Share Capital (Chapter XVI), ed. I - 2010; ed. II - 2016
- System of Private Law. Vol. 9 - The Law of Obligations - Unnamed Agreements, edited by W. J. Katner, C.H. Beck, Warsaw, chapters: Agreements related to Joint Ventures; Group Agreements - the Problem of Regulation of Art. 7 of the Commercial Companies Code (chapter IX, § 36-37), ed. I - 2010; ed. II - 2015; ed. III - 2018
Articles and case comments
Adam Opalski has authored more than 100 scientific articles and case comments in the field of commercial law, in particular devoted to the issues of corporate governance, corporate finance and reforms of Polish and EU company law, including:
- Co-Author, “Implementation of the SRD II Provisions on Related Party Transactions”, (co-authors: P. Davis, S. Emmenegger, G. Ferrarini, K.J. Hopt, A. Pietrancosta, A.R. Castells, M. Roth, M.C. Schouten, R. Skog, M. Winner, E. Wymeersch), European Corporate Governance Institute - Law Working Paper No. 543/2020, 22.9.2020, www.ssrn.com
- Author, “The Equity of a Partner in a General Partnership - a Contribution to the Analysis of the Financial Structure of Commercial Companies”, Przegląd Prawa Handlowego 4/2020
- Author, “Simple Joint Stock Company - a New Type of Commercial Company”, part I-II, Commercial Law Review 11/2019, 12/2019
- Co-Author, “The Commission’s 2018 Proposal on Cross-Border Mobility - An Assessment” (co-authors: P. Davis, S. Emmenegger, E. Ferran, G. Ferrarini, K.J. Hopt, N. Moloney, A. Pietrancosta, M. Roth, R. Skog, M. Winner, J. Winter, E. Wymeersch), European Company and Financial Law Review 2019, z. 1-2
- Author, “Transactions with Related Entities in the Amended EU Directive on the Rights of Shareholders of Listed Companies - selected issues”, in: A. Olejniczak, T. Sójka (ed.), Societates et obligationes - tradition, present day, future. Liber Amicorum in honour of Professor Jacek Napierała, Poznań 2018
- Author, “Acknowledgement of a Shareholder Status in a Limited Liability Company and the Dispute over Rights to Shares - a Contribution to the Discussion”, in: A. Dańko-Roesler, M. Leśniak, M. Skory, B. Sołtys (ed.), Ius est ars boni et aequi. Liber Amicorum in honour of Professor Józef Frąckowiak, Wrocław 2018
- Author, “The Optimal Model of Corporate Governance - Between the Market and Regulation”, in: K. Bilewska (ed.), Effectiveness of Management and Supervision in a Commercial Company. In Search of the Optimal Model of the Company's Governance System, Warsaw 2018
- Author, “Continuing Disputes over the Term of Office and Mandate of Members of Corporate Bodies - a Contribution to the Analysis of Judicial Decisions and de lege ferenda Proposals”, in: J. Frąckowiak (ed.), Code of Commercial Companies after 15 years, Warsaw 2018
- European Model Companies Act (EMCA), 2017, 1st edition (co-author), 1.9.2017, www.ssrn.com
- Co-Author, “The Consequences of Brexit for Companies and Company Law”, (co-authors: P. Böckli, P.L. Davies, E. Ferran, G. Ferrarini, J.M. Garrido Garcia, K.J. Hopt, A. Pietrancosta, R. Skog, S. Sołtysiński, J.W. Winter, M. Winner, E. Wymeersch), University of Cambridge Faculty of Law Research Paper No. 22/2017, 3.3.2017, www.ssrn.com
- Co-Author, “A Proposal for the Reform of Group Law in Europe” (co-authors: P. Böckli, P.L. Davies, E. Ferran, G. Ferrarini, J.M. Garrido Garcia, K.J. Hopt, A. Pietrancosta, R. Skog, S. Sołtysiński, J.W. Winter, M. Winner, E. Wymeersch), 18 European Business Organization Law Review 2017, No. 4
- Co-Author, “Rules on Joint Mixed Commercial Power of Attorney in the Civil Code”, Przegląd Prawa Handlowego 3/2017 (co-authors: R. Pabis, A. W. Wiśniewski)
- Author, “European Model Company Act - An Inspiration to Reform Company Law?”, in: J. Olszewski (ed.), Reforms in Commercial Law, Warsaw, 2015
- Co-Author, Comment on the Resolution of the Supreme Court as at January 30, 2015 r., III CZP 34/14 (admissibility of establishing an irregular joint commercial proxy), Orzecznictwo Sądów Polskich 10/2015 (co-author: A. W. Wiśniewski),
- Co-Author, “The Polish Limited Liability Company: A case for Modernizing the Corporate Financial Structure”, in: A. Jorge Viera Gonzales, Ch. Teichmann (eds.), Private Company Law Reform in Europe: The Race for flexibility, Cizur Menor (Navarra) 2015 (co-author: K. Oplustil)
- Author, “Selected Problems of Appointing the Supervisory Board Members by Group Voting”, Przegląd Prawa Handlowego 2/2015
- Author, “Once More on the Term of Office and Mandate in Companies”, Przegląd Prawa Handlowego 12/2014
- Co-Author, “Management and Supervision in Joint-Stock Companies - Status Quo and the Dilemmas of the Reform”, Monitor Prawniczy, April 2014 (co-author: K. Oplustil)
- Author, “The Scope of the Duty to Vote in Separate Groups in a Joint-Stock Company (Art. 419 CCC)”, Przegląd Prawa Handlowego, February 2014
- Author, “Reflections on the Europeanization of Company Law and its Influence on the Polish Law,” in: J. Kruczalak-Jankowska (ed.), The Influence of Europeanization of Law on Institutions of Commercial Law, Warsaw 2013
- Co-Author, “Controversies Concerning the Merger of a Parent Company into a Subsidiary LLC,” Monitor Prawa Handlowego, November 2013 (co-author: W. Achramowicz)
- Author, “The Code of Commercial Companies in Recent Years - Trends in Case Law,” in: J. Frąckowiak (ed.), The Code of Commercial Companies Ten Years On, Wroclaw 2013
- Author, “Evolution in Law through Crisis - Remarks Based on Company Law,” in: E. Mikos-Skuza, K. Myszona-Kostrzewa, J. Poczobut (eds.), International Law - Presence, Prospects and Dilemmas. Liber Amicorum in honour of Professor Zdzisław Galicki, Warsaw 2013
- Co-Author, “Breach of the Duty of Care as a Ground for the Civil Liability of a Company’s Directors,” Przegląd Prawa Handlowego, March 2013 (co-author: K. Oplustil)
- Author, “Problems with Regulations Concerning Groups of Companies in Poland,” Monitor Prawa Handlowego, December 2012
- Author, “Related Party Transactions in Company Law,” Przegląd Prawa Handlowego, November 2012
- Author, “The Problem of Disregarding the Corporate Identity of Companies”, Przegląd Prawa Handlowego, August 2012
- Author, “The Principle of Equal Treatment of Shareholders,” Przegląd Prawa Handlowego, June 2012
- Author, “Redemption of Shares of a Public Company – Selected Aspects,” Monitor Prawa Handlowego, December 2011
- Author, “The Draft Reform of the Structure of a Limited Liability Company's Property and its Controversial Critique,” Monitor Prawa Handlowego, January 2011
- Author, “Controverties about the Term of Office and Mandate of Directors in Companies,” Monitor Prawniczy, September 2011
- Author, “Standards of Conduct of the Board of a Public Company in the Event of a Hostile Takeover Attempt,” Przegląd Prawa Handlowego, August 2011
- Co-Author, “Challenging of Management and Supervisory Board Resolutions in Companies,” Przegląd Prawa Handlowego, November 2010 (co-author S. Sołtysiński)
- Co-Author, “Companies’ Freedom of Establishment after the ECJ Cartesio Judgement,” 10 European Business Organization Law Review 2009 (co-author: A. W. Wiśniewski)
- Author, “Law Applicable to Legal Persons under the Draft of the Act on Private International Law,” in: Księga Pamiątkowa 60-lecia Sądu Arbitrażowego przy Krajowej Izbie Gospodarczej w Warszawie, Warsaw 2009
- Author, “Reform of the General Meeting of Shareholders in Joint Stock Companies – Implementation of Directive 2007/36/WE into Polish Law,” Przegląd Prawa Handlowego, May 2009
- Author, “The Notion of a Corporate Body of a Legal Person,” Państwo i Prawo, January 2009.
- Author, “On the Notion of the Interest of a Company,” Przegląd Prawa Handlowego, November 2008
- Author, “The Duty of Loyalty in Companies,” Kwartalnik Prawa Prywatnego, April 2008
- Author, “Cross-border Merger of Companies - a New Method of Consolidation of Entrepreneurs under Polish Law.” Rejent, July-August 2008
- Author, “New Good Practices in Public Companies”, Przegląd Prawa Handlowego, March 2008
- Author, “The State and Prospects of European Company Law and the Evolution of Polish Company Law”, Studia Prawa Prywatnego, February 2008
- Author, “Legal Capital: an effective instrument to protect creditors or an outdated concept? A competitive analysis of the creditor protection system under the law of European countries and American law,” Kwartalnik Prawa Prywatnego, April 2004
Lectures and seminars
- Mergers & Acquisitions in International and Domestic Practice, Faculty of Law and Administration, University of Warsaw.
- Corporate Governance of Joint-Stock Companies, Faculty of Law and Administration, University of Warsaw.
- European Company Law, Faculty of Law and Administration, University of Warsaw.
- Private International and Commercial Law, Faculty of Law and Administration, University of Warsaw.
Recognition & Leadership
- Award of the Dean of the Faculty of Law and Administration of the University of Warsaw for scientific achievements published in 2016 (2017)
- Second degree individual award of the Rector of the University of Warsaw (2016)
- Individual award of the Polish Minister of Science and Higher Education for academic teachers in 2011, for the monograph “Europejskie prawo spólek” (European Company Law), 2011.
- Distinction for habilitation dissertation in the Competition of the Journal “Państwo i Prawo” (State and Law), 2009
Scholar of the Polish-American Fulbright Commission, the Max Planck Institute for Comparative and International Private Law in Hamburg, the Foundation for Polish Science and Deutscher Akademischer Austauschdienst.
- Member of the European Commission Informal Expert Group on Company Law and Corporate Governance, since 2020
- Member of the European Company Law Experts group, since 2016
- Vice-chair of the Committee at the Ministry of Development for the preparation of draft regulations on the simple joint-stock company, 2016-2018
- Member of the European Model Company Act Group, since 2013
- Member of the Company Law Committee to the Civil Law Codification Commission at the Polish Ministry of Justice, 2006-2015
- Member, Warsaw Bar Association of Attorneys-at-Law, since 2002
- Professor of Law, 2013
- Professor at the University of Warsaw, 2009
- Doctor Habilitus, The University of Warsaw, 2007
- J.D., The University of Warsaw, 2002
- Attorney-at-law, since 2002
- Master of Law, Warsaw University, 1997
- Tulane University, Diplomas of the school of American law, Tulane University Law School, New Orleans (2000), Center for British and European Legal Studies, University of Cambridge and University of Warsaw (1998), Center for German Legal Studies, University of Bonn and University of Warsaw (1998)
- Polish, Native
- English, Fluent
- German, Fluent