11/01/2024, 20:06
– The nullity of the resolution was not determined by the fact that the registry court refused to register it, – says Prof. Katarzyna Bilewska (Photo: Piotr Molęcki/East News)
The 13th Commercial Division of the National Court Registry in Warsaw did not make any changes to the management and supervisory board of Telewizja Polska prior to the announcement of the company's liquidation. – We have a referendum decision, which is not final – says lawyer Prof. Katazhina Bilevska. – The jurisprudence of the Supreme Court clearly states that the resolutions of the general assembly are valid until the district court recognizes them as invalid or annuls them, – he adds.
This concerns the appointment of Tomasz Sigut as President (currently CEO) – who replaced Mateusz Matiszkowicz – and the Supervisory Board composed of Piotr Zemla, Maciej Taborowski and Anisa Gnaczykowski. Before that, the chairman was Maciej Lopinski, the vice-chairman was Przemyslaw Tejkowski, and the member was Radoslaw Wloszek.
The rationale was related to the Constitutional Tribunal's decision to deprive the National Broadcasting Council of its authority to appoint public media and transfer it to the National Media Council. The court's referendum determined that “the resolution on the appointment of members of the company's supervisory board by the general meeting of shareholders and the resolution of the supervisory board on the appointment of the company's board of directors were adopted by an unauthorized body.”
– This was one of the possible options for the event in the court of registry – says the lawyer of “Preservice” prof. Katarzyna Bilewska from the Commercial Law Department of the University of Warsaw. – A consistent resolution in this case requires consideration of three applications at the same time – Tomasz Sigut, Michal Adamczyk and liquidation of the company. If the court were to rule on these three applications simultaneously, or even on the same day in a joint order, in his opinion, there would be no legal uncertainty.
Prof. Katarzyna Bilewska continues: – I still maintain the position that due to the opening of the liquidation and the appointment of the liquidator, the disclosure of the management board – regardless of our approach – already has a historical value and should not be accepted. A place because the National Court Register is about the “here and now”. It is not the land and mortgage registries where the legal succession to ownership must be disclosed. The purpose of the register is to show who should be considered as the person authorized to represent the company. The role of the National Court Registry is to make a record based on recent events that may affect the legal status of the company.
Prof. Tadeusz Kowalski, a member of the National Broadcasting Council, is surprised that a letter was not sent to the court regarding the cancellation of the previous rulings. – The legal basis for replacing public media authorities in this way was questionable from the beginning, because none of the regulations explicitly stated that the Minister of Culture and National Heritage could replace them. The Minister of Culture and National Heritage can, for example, suspend management boards based on existing regulations and cite loss of confidence as the reason. “Liquidation can be the second step, especially since it was not yet known that the president would veto the bill related to the budget with the funds of the public media,” says Prof. Kowalski.
A member of the National Council indicates that the liquidation shall take effect from the date of adoption of the resolution. – The registry court only confirms that the mentioned persons represent the company. An entry in the register provides legal certainty so that all potential contractors know that they are contracting with an authorized person. The liquidator has very wide powers. In principle, it can operate without a supervisory board – says Prof. Tadeusz Kowalski.
– It should be emphasized that the invalidity of the resolution was not determined by the fact that the court of registry refused to enter it, – says Prof. Katažina Bilevska adds: – We have a referendum decision, which is not final, it can be appealed, and if the appeal is valid, the decision will be changed. This court decision will be appealed to the district court, so there are two more rounds of appeals ahead.
In the statement, the Ministry of Culture also emphasized that the court secretary's decision is not final and may be appealed. “The resolution of the general meeting of shareholders, where 100% of the company's shares are represented by the State Treasury on behalf of the Minister of Culture and National Heritage, on the appointment of the Supervisory Board remains in force and all activities of the organization remain in force. The new board fully complies with the law,” it is written.
Are the decisions made by Tomáš Sigut as the President of the TVP Management Board binding? – This will be evaluated by the courts that review the agreements or messages signed by Tomasz Sigut. In practice, there will be a dispersed judicial review of its decisions – answers Prof. Katazhina Bilevska.
Prof. Bilewska notes that the register includes the Supervisory Board, whose chairman was Maciej Łopinski, but there is also a resolution of the General Assembly on his removal by the Ministry of Culture and National Heritage. – The jurisprudence of the Supreme Court clearly states that the resolutions of the general assembly are valid until the district court recognizes them as invalid or annuls them. Therefore, in legal transactions, we have a resolution to dismiss the previous supervisory board and appoint a new one – says the lawyer.
Michal Adamchik, appointed as the president of TVP by the National Media Council, said that all the decisions of the new government are invalid. He threatened that they are going to take appropriate legal measures against people who harm the company.
On Wednesday, January 10, the Gdańsk District Court entered the liquidation proceedings of Radio Gdańsk in the National Court Register. This is the second decision of the court – after Radio Katowice – regarding public media.
Yesterday, the Ministry of Culture also announced that the liquidators of three Polish radio stations were: Evelina Kosalka-Pasia (Radio Katowice), Jacek Grudzien (Radio Łódź) and Robert Muranowski (Radio Szczecin).
We write about the proposal for the purchase of Radio Katowice presented by the representatives of the local government in a separate material below – in the media section.
(KOZ, ME, 11/01/2024)
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