Team size: 70

What are the key projects that you have been involved in over the past twelve months?

The signing of the business purchase agreement under which VeloBank is set to acquire the retail business of Citi Handlowy in Poland was one of the most compelling transactions in the local financial sector in 2025. It was a deal in which long-standing market intentions, regulatory evolution and a remarkable corporate turnaround aligned – underpinned by the earlier entry of a strong strategic investors, Cerberus Capital Management, IFC and EBRD, which provided both capital and credibility for the bank’s transformation.

For years, Citi had been openly pursuing an exit from retail banking in Poland, in line with its global strategy to focus exclusively on corporate and institutional clients. Despite multiple attempts, the transaction repeatedly stalled – until now. What ultimately made the difference was not only timing, but also the identity and readiness of the buyer: a bank that had stabilised its position, secured a long-term investors and demonstrated its ability to execute complex transactions.

Just a year earlier, VeloBank was still viewed through the lens of restructuring jargon – as a “bridge bank” emerging from distress. The acquisition of Citi’s retail business marked a clear symbolic and strategic pivot. Backed by Cerberus Capital Management, IFC and EBRD, VeloBank moved decisively from recovery to growth. The transaction significantly strengthens its market position, expands its client base, and, importantly, opens the door to the wealth management segment, accelerating the bank’s transformation into a broader financial services group.

The deal also broke new ground structurally. The consumer business of a listed entity – Bank Handlowy in Warsaw – is being acquired by a non-listed bank, a solution that until recently would not have been legally feasible. This structure became possible only as a result of amendments to Polish banking law introduced in the previous year, illustrating how regulatory change can unlock entirely new transaction architectures.

Adding another layer of complexity, the acquisition was structured as an asset deal – technically a “demerger by separation” – rather than the more typical share deal. This is a far less common and considerably more demanding mechanism, particularly in the banking sector, where it has been used only a handful of times in Poland. From a legal and operational perspective, it required precise execution and close coordination across multiple workstreams.

Against this backdrop, 2025 also saw VeloBank acquire a majority stake in an asset management company now operating as VeloFunds TFI, as part of its strategy to build a fully integrated financial services platform. While less headline-grabbing than the Citi Handlowy retail operation’s transaction, the deal came with its own set of complexities – most notably the fact that the seller was an insolvency trustee. Successfully navigating the legal, regulatory and transactional constraints of such a process made it a strategically significant acquisition.

Taken together, these transactions tell a broader story: not merely one of growth through acquisitions, but of a bank that, supported by a strong investor base, has decisively redefined its role, capabilities and long-term ambitions within the Polish financial market.

What are the key trends that in-house counsel should be monitoring in 2026?

Undoubtedly, artificial intelligence and the way it is reshaping business models end to end is the most obvious trend for in-house counsel to monitor in 2026. Its impact goes far beyond technology alone and should be viewed through a broader regulatory lens, including the interaction between frameworks such as DORA, GDPR and other data, cybersecurity and operational resilience regimes. The real challenge lies in understanding how these regulations intersect and how AI-driven processes can be deployed in a compliant, secure and sustainable way.

Another enduring and increasingly significant trend for lawyers supporting retail-facing businesses is consumer protection. This area continues to be shaped not only by regulators and courts, but also by market stakeholders, in particular claims management companies. The growing sophistication and volume of consumer claims require a shift away from reactive responses toward a smart, dynamic and genuinely proactive model of risk management, which is likely to become one of the defining capabilities of effective in-house legal teams.

What do you think are the most important attributes for a modern in-house counsel to possess?

Versatility and flexibility remain fundamental attributes, supported by a solid command of contemporary professional tools, which has become more critical than ever. What has clearly gained importance is a deep understanding of the broader working environment, encompassing both business realities and social dynamics. Modern in-house counsel must be able to navigate organisations operating in societies undergoing profound demographic, sociological, and technological change.

Trustworthiness and discretion have always been core qualities of effective in-house counsel, but in an era of radical transparency, instant communication and unlimited content sharing, they take on a renewed and heightened significance. The ability to act as a trusted confidant to the business, while carefully managing information flows, is now a defining part of the role.

Finally, qualities such as levelheadedness, humility and personal dignity, anchored in a strong ethical backbone, are indispensable. In times of heightened uncertainty and pressure, these traits allow inhouse counsel not only to advise, but to lead, serving as a steady compass when the organisation is navigating complex and potentially perilous terrain.