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Aleksander Kappes


Partner, Advocate

Head of the Department of Commercial Law at the University of Łódź, Lecturer

Professor Aleksander Kappes completed his legal studies at the Faculty of Law and Administration of the University of Łódź in 1990, after which he assumed the position of assistant at the Department of Economic and Commercial Law at the University of Łódź. In the same year, he began his judicial and subsequently advocacy traineeship.

In 1997, he obtained a doctoral degree in legal sciences. The subject of his doctoral dissertation was “The liability of a limited partner for the obligations of a limited partnership in Polish law,” for which he received the 1st degree award from the Minister of Science and Higher Education. In the same year, he was appointed lecturer at the Department of Economic and Commercial Law at the University of Łódź.

In 2010, after obtaining habilitation (with a monograph entitled “The liability of management board members for the obligations of a limited liability company,” Warsaw 2009), he was promoted to the position of associate professor at the University of Łódź.

From 2011 to 2015, he was a member of the Law Team of the Codification Commission of Civil Law at the Ministry of Justice of the Republic of Poland. He has served as a reviewer in numerous proceedings for conferral of doctoral and post-doctoral degrees.

Professor Aleksander Kappes has authored approximately 80 scientific publications, including five monographs on corporate law. He is a co-author of the Commercial Law System, vol. 9 and 16A, as well as the Commercial Law System, vol. 2A. He has served as a member of supervisory boards in 8 state-owned, municipal, and private companies.

In his leisure time, he indulges in his passions, such as 20th-century literature and playing tennis.


Main areas of specialization:

  • Revocation/declaration of invalidity of resolutions of company bodies, particularly shareholders’ meetings
  • Liability for company obligations, both of partners and management board members of companies
  • Damages from members of corporate bodies
  • Liquidation of companies
  • Exclusion of a partner
  • Repayment of share capital
  • Company shares/stock related issues
  • Forced purchase/buyback of shares
  • Drafting of shareholder agreements/investment agreements
  • Mergers, divisions, and transformations of companies
  • Bankruptcy and restructuring proceedings
  • Negotiations in corporate disputes
  • Preparation of legal opinions in the above-mentioned matters and others related to corporate law, economic and commercial law


Functions held/Memberships:

  • Member of the supervisory boards of eight corporations, including state-owned and municipal companies; currently – chairman of the Supervisory Board of Miejska Arena Kultury i Sportu sp. z o.o. in Łódź.
  • Arbitrator in the Arbitration Court at the Polish Chamber of Commerce in Warsaw.
  • Arbitrator in the Arbitration Court at the Polish Confederation of Employers Lewiatan.
  • Arbitrator in the Arbitration Court of Poland Central.
  • Member of the Scientific Council of the Polish Notarial Institute.
  • Judge of the Disciplinary Court at the District Bar Council in Łódź.
  • Member of the Professional Development Committee and the Applicant Training Committee.
  • Member of the examination board for bar (corporate) exams.
  • Three times elected as a member of the Committee for Conducting the Bar Exam in Łódź (national committee) – 2015-2017.
  • Delegate to the National Bar Association Congress in 2004, 2007, 2008, 2010, 2013, and 2016.
  • Member of the Audit Committee of the Cardiology Rhythm Electrocardiology Development Foundation in Łódź 2011-2018.
  • Member of the Board of Trustees of the Foundation for the Renewal of Villa Richter in Łódź.



  • German
  • English


Sample publications:

  • Trust deeds in: Private Law System, vol. 9 Unnamed Agreements (collective work, ed. W. J. Katner), Warsaw 2010, 2nd edition 2015
  • The concept of trusteeship in Polish law in: Commemorative book on the occasion of the 70th birthday of Prof. Józef Okolski, (collective work, ed. M. Modrzejewska), Warsaw 2010
  • Remarks on settlements with withdrawing (excluded) partners of a commercial partnership, Commercial Law Review 2012, No. 7
  • Corporate blackmail as an abuse of legal rights, Commercial Law Review, Warsaw 2013, No. 10
  • Difficulties in enforcing the forced buyback of shares related to the subjective premise of this right, in: (collective work, ed. J. Frąckowiak), Commercial Corporate Code after 15 years, Warsaw 2018
  • Invalidity of certain provisions of a company’s agreement/articles of association, in: Commemorative book dedicated to Professor Józef Frąckowiak (ed. M. Leśniak), Wrocław 2018
  • Liability for debts incurred by an insolvent limited liability company – commentary on the resolution of the Supreme Court of 1.12.2017, III CZP 65/17, Commentary 2019 No. 1
  • Company interest vs. interests of partners/shareholders in: Commercial Law. Between theory, practice, and jurisprudence. Commemorative book dedicated to Professor Janusz A. Strzępca (ed. P. Pinior and others), Warsaw 2019
  • Entries in “Corporate Law” in: Great Encyclopedia of Law. Vol. 14, Commercial Law (ed. B. Hołyst and others), Warsaw 2018
  • Protection of minority shareholders in corporations. Real or apparent? in: (ed. M. Michalski) Formation of a public corporations and Polish case studies, Warsaw 2020
  • Commentary on the resolution of the three combined Chambers of the Supreme Court of 23.01.2020, file No. BSA I-4110-1/20, Palestra 2020, No. 5 (co-author J. Skrzydło)
  • Issue price of shares as a tool for harming minority shareholders in a closed subscription of shares in a non-public company in: 100 years of Polish commercial law. Commemorative book dedicated to Professor Andrzej Kidyba. Warsaw 2020