Author: Kancelaria

What Is Greenwashing?

Greenwashing refers to misleading claims by businesses regarding environmental sustainability, used in commercial communication, advertising slogans, graphics, product names, labels, or marketing narratives.

What Does UOKiK Expect from Companies? The Most Common Errors

Over the past year, the President of the Office of Competition and Consumer Protection (UOKiK) has brought charges of greenwashing against several large entities across various industries. Based on their analysis, it is possible to identify the most common errors in communicating environmental activities by businesses, including:

• Extending limited actions to the entire operation – actual environmentally friendly measures apply only to part of the offering, while the communication suggests they concern the entire business.
• General slogans lacking precision – the use of terms such as “eco”, “environmentally neutral”, or “zero-emission” without indicating scope, conditions, and limitations.
• Selective data – basing communication on a single stage or metric while disregarding the scale of operations and the full life cycle of the product or service.
• Assumptions instead of facts – building an environmental narrative based on assumptions about consumer behaviour without verification.
• Concealing conditions – key limitations of “green” claims are communicated in an unclear or marginal manner.
• Pressure on consumers – suggesting that choosing an alternative option is less environmentally friendly without evidence of a real difference in impact.

The conclusions from analysing these errors are clear: when communicating environmental initiatives, a business should precisely define which part of the product or activity they concern, indicate their actual scope, and base the communication on clearly identifiable and verifiable grounds.

What Will the New Regulations Change and How Can Companies Protect Themselves?

The allegations brought by the President of UOKiK against businesses to date can be treated as an indication of the direction in which market regulation is heading. With the entry into force of the act implementing Directive 2024/825, companies’ obligations regarding the communication of environmental impact will be significantly clarified. This means that what is currently assessed based on general principles of fairness and misleading conduct will soon become a specific and explicit legal obligation. The new regulations will substantially facilitate the President of UOKiK in directly bringing charges against businesses that fail to comply with the new standards. The changes are targeted in nature but significantly increase the regulatory risk associated with marketing communications.

The most important consequences for businesses include:

• a prohibition on the use of general environmental claims where the business cannot demonstrate recognised high environmental performance;
• a prohibition on using proprietary “eco” labels that are not based on recognised certification systems (such as EMAS or EU Ecolabel) or established by public authorities;
• the inability to base climate neutrality claims solely on offsetting mechanisms without demonstrating actual emission reductions;
• a prohibition on presenting obligations arising from legal provisions as additional advantages of a product or service.

In practice, the new regulations will mean that environmental communication will cease to be an area of “soft” marketing and will instead become subject to strict legal assessment. For businesses, this entails the need to prepare in advance for more rigorous and precise enforcement by the consumer protection authority. In Poland, as well as in all EU Member States, the new regulations must be applied no later than 27 September this year.

How to Prepare?

Preparing for the new regulatory landscape primarily requires organising the way in which a company communicates its environmental activities. The starting point should be a reliable verification of which elements of the business are genuinely environmentally friendly, to what extent, and on the basis of what data this can be substantiated.

It is also essential to move away from general, slogan-based declarations in favour of specificity. If a business refers to “environmental sustainability”, it should clearly explain what this relates to, what the limitations are, and whether it concerns a product, service, process, or only a selected stage of activity.

Greenwashing is no longer merely a reputational issue—it is increasingly becoming a real legal and financial risk that should be taken into account when planning communication strategies.

In one of the cases we handled, the court confirmed an infringement of rights to a word trademark and upheld the key claims of our client. The dispute concerned the use by a competitor of a highly similar designation in its business operations—including its use in the name applied to services and in internet domain names.

The court ordered the defendant to:

• cease using the disputed designation in its business activities;
• prohibit its use in internet domain names; and
• oblige the defendant to publish an appropriate statement on its website.

The case had significant business implications for our client—the designation had been used by a competing entity that did not enjoy a good reputation on the market. In such situations, the risk of transferring negative associations to the rightful owner’s brand is real and may lead to a weakening of its value.

This is yet another example that trademark protection is not merely a formal matter. In practice, it constitutes an important tool for protecting a company’s brand, reputation, and market position.

If you are facing a similar issue—we support clients in effectively enforcing their trademark rights and mitigating business risks.

In its judgment of 3 March 2026 (case no. II CSKP 692/24), the Supreme Court confirmed the principles for determining the price in the mandatory buyout of shares of a public company. This is an important ruling for the capital market.

On 3 March 2026, the Supreme Court delivered a significant judgment for capital market practice—dismissing the cassation appeal of minority shareholders of a joint-stock company and confirming the correctness and full compliance with the law of the mandatory share buyout process (“squeeze-out”).

The Supreme Court fully upheld the arguments of the defendants, indicating that the buyout price determined in accordance with Articles 79 and 82 of the Act on Public Offering is correct and that there is no legal gap in this respect.

The judgment is of considerable importance for stock market investors, M&A advisers, management boards of public companies, and funds acquiring entities listed on the Warsaw Stock Exchange, as it unequivocally confirms the stability and predictability of the rules governing squeeze-outs.

Key Significance of the Ruling

The Supreme Court’s judgment introduces into legal practice two fundamental findings:

• Buyout Price Determined in Accordance with Article 79 of the Act = Fair Price

The Supreme Court confirmed that the fair value in a mandatory buyout of a company listed on the Warsaw Stock Exchange is defined by statutory market-based minima, rather than by book value or theoretical models (e.g. DCF).

The Court emphasised that for a public company, it is the market—not the balance sheet—that determines the actual value of shares, thereby concluding a long-standing debate regarding the alleged “undervaluation” of shares in capital-intensive companies.

• No Grounds for the Analogous Application of the Commercial Companies Code or the Constitution

The Supreme Court rejected arguments based on analogy to Articles 312, 417, and 418 of the Commercial Companies Code (expert valuation in squeeze-outs of non-public companies), the Real Estate Management Act, as well as Articles 21 and 64 of the Constitution (expropriation).

The Court stressed that the mandatory buyout mechanism in public companies constitutes a separate, complete, and autonomous legal regime implementing Directive 2004/25/EC.

Significance of the Judgment for the Capital Market and Public Companies

The judgment has far-reaching practical implications. It enhances legal certainty for investors acquiring companies listed on the Warsaw Stock Exchange. The Supreme Court confirmed that an investor who meets the clear criteria set out in Article 79 of the Act on Public Offering: acts within the bounds of the law, does not need to fear allegations of undervaluation, does not need to apply book value or external expert valuations. This strengthens the security of delisting processes, takeovers, and capital consolidations.

A Clear Signal for Minority Shareholders

The Supreme Court confirmed that the market is the benchmark for determining the value of shares in a public company, and that deviations from market price apply only in exceptional cases explicitly provided for by law.

The ruling prevents the creation of claims based on “subjective” valuations.

Protection of Market Stability and Predictability

The judgment is consistent with the position of the Polish Financial Supervision Authority (KNF), protecting the market against the destabilisation of delisting processes, arbitrary challenges to prices determined in compliance with the law, and transactional uncertainty for acquiring entities.

Why Is This Case Important for the Entire Market?

• First unequivocal Supreme Court judgment on mandatory buyouts following a company’s delisting.
• It resolves the dispute regarding the definition of the “fair value” of shares in public companies.
• It harmonises the practice of common courts and eliminates inconsistencies in case law.
• It facilitates buyout and takeover processes on the Warsaw Stock Exchange.
• It strengthens the protection of acquiring investors by reducing litigation risk.

Commentary by Our Expert – Advocate Katarzyna Nowicka

“The Supreme Court’s judgment of 3 March 2026 is of fundamental importance for capital market practice. The Court confirmed that the squeeze-out process in public companies is autonomously and comprehensively regulated in the Act on Public Offering, and that its key element is the market-based nature of the price. The ruling eliminates long-standing interpretative discrepancies regarding fair value and unequivocally states that for a company listed on the Warsaw Stock Exchange, it is the market—not hypothetical valuation models—that indicates its actual value.

For majority investors, this means greater legal certainty, predictability, and protection against arbitrary challenges to valuations, while for minority shareholders—it provides clear criteria for the protection of their interests, based on transparent market data. The judgment strengthens the stability of delisting and takeover processes, which is of key importance for the development of investment and consolidation strategies on the Polish market.

The Supreme Court also confirmed that there are no grounds for extending the squeeze-out regime through analogies from the Commercial Companies Code. This clarification confirms the legislator’s rationale and protects the market from regulatory uncertainty. As a result, we receive a clear signal: if the price has been determined in accordance with statutory criteria—it is a fair price.

This judgment will become a natural reference point for all future squeeze-out processes in public companies.”

— advocate Katarzyna Nowicka, counsel for the defendants

The GKW team, led by advocate Arkadiusz Grabalski, included the following members:

• Michał Szram – advocate,
• Jakub Rymarski – trainee advocate,
• Jan Skoniecki.

We congratulate all those involved and would like to thank our client for their trust!