For more than two years, the public, and former customers of Getin Noble Bank in particular, have been awaiting the final adjudication in a case of compulsory takeover of Getin Noble Bank by the Financial Supervision Authority (KNF) and the Bankowy Fundusz Gwarancyjny (BFG).
The Voivodship Administrative Court in Warsaw issued a judgment[1] at the beginning of the year regarding this case, resulting in uproar not only among financial service providers but among their customers, in particular former customers of Getin Noble Bank, as well. There was further consternation in the discussion on this issue when the Supreme Administrative Court (NSA) issued a judgment of 9 June 2025[2], concurring with some of the cassation complaints regarding that very compulsory restructuring order issued by the BFG. The NSA is now due to rule in these cases on the essential issue – whether the compulsory takeover of Getin Noble Bank was lawful. Meanwhile, some cases – those relating to the rulings set aside by the NSA, will be reexamined by the Voivodship Administrative Court in Warsaw. Although this case is ongoing, it nevertheless merits attention. Due to a number of fundamental factors, the rulings ultimately issued in the case will not only have major repercussions for banking service providers’ operations and safety of the market for banking products. They will also trigger a series of lawsuits seeking compensation.
Above all, the case of compulsory takeover of Getin Noble Bank by the KNF and BFG will be an important test for these state organs, as they are charged with exercising oversight over firms on the financial market, according to and within the boundaries laid down by statute. Measures taken by these authorities in other high-profile cases such as Amber Gold were poorly received, and in fact revealed possible shortcomings in oversight. In the current case, the authorities are striving to prove that this time it is different, and that they took the appropriate action promptly, judiciously, and in a manner proportionate to the circumstances. The Voivodship Administrative Court took a different view, finding in a ruling of 29 January 2025[3] that the BFG’s order for compulsory restructuring of Getin Noble Bank, freezing its capital instruments, enforcing compulsory restructuring in the form of a bridging institution and appointing a bank administrator, was unlawful.
The court found that structural consultations had not been held to ensure operational independence and to ensure that no conflict of interest would arise between the various BFG functions, i.e. the function of receiver for the bank (temporary administrator), compulsory restructuring authority, and a guarantee role. The BFG order for compulsory restructuring did not ensure the impartiality required for this decision-making procedure under article 3(3) of Directive 2014/59/EU.
Secondly, previous rulings concerning takeover of the bank revealed that the current procedures in place regarding operation of the financial services market, such as market oversight, may need to be revised, in particular to reallocate oversight powers, make the current procedures more transparent, and ensure that the Polish laws comply with Community laws[4].
Finally, this case is perceived by the public as a test of faith in financial market operators such as banks, but equally in state authorities charged, as mentioned, with insight over this sector of the economy and ensuring that it operates safely and in line with the law. For some members of the public, and specifically former customers of Getin Noble Bank, the case could have enormous financial implications. The view taken by administrative courts regarding the lawfulness of actions of the KNF and BFG will determine whether these customers will recover in full the funds deposited with the bank that was taken over, and be awarded compensation for the stress and fear they frequently experienced in the case.
The above-mentioned ruling issued by the Voivodship Administrative Court in Warsaw at the beginning of this year is of major significance, in particular as regards the last issue, that of compensation. If the Voivodship Administrative Court’s stance that the KNF and BFG acted unlawfully when forcibly taking control of Getin Noble Bank is upheld by the NSA, this could lead to a flood of lawsuits seeking compensation from those state authorities. Claims of this kind could be brought by many former customers of Getin Noble Bank. Above all, as Renata Krupa-Dąbrowska notes, these will be Swiss franc borrowers who in many cases have been unable to enforce rulings given in their favor[5]. Even firms affiliated to Getin Noble Bank that suffered due to the compulsory restructuring order, and holders of bonds and shares in the bank, will be able to seek compensation. Here, art. 4171 § 2 of the Civil Code[6] comes into play, stating that where harm is inflicted due to a final and binding ruling or decision, redress may be sought once it is ascertained, in the appropriate proceedings, that the ruling or decision was unlawful. This applies except where other provisions of law state otherwise.
In the case in question, the orders issued by the KNF and BFG for compulsory restructuring and takeover of Getin Noble Bank could be unlawful. They were evidently issued and were final, and also in fact executed in full to date, possibly causing material loss to the group of entities referred to above. Whether or not the loss was material (damnum emergens) – in the case of Swiss franc borrowers these were amounts that could not be recovered from the bank despite a final and binding judgment, deposited with the bank under the executed loan agreement. With regard to bank bondholders or shareholders, the loss is in particular in the form of lost profits (lucrum cessans), i.e. dividends not being paid or other gains not being realized under the agreements signed with banks. In practice, bondholders and shareholders lost the entirety of the funds they invested, as due to the compulsory restructuring order the subordinated bonds and shares in Getin Noble Bank were frozen. This means that in each case the loss can be precisely quantified, if only in an opinion issued by an expert witness.
The judgments serving as a precedent finding administrative decisions to be unlawful, in this case the decisions issued by the KNF and the BFG, required under art. 4171 § 2 of the Civil Code as described above, are rulings issued by administrative courts, and specifically the judgment given by the Voivodship Administrative Court in Warsaw of 29 January 2025 in case VI SA/Wa 2964/22.
If the two prerequisites described above exist, claims brought against the KNF and BFG, as state authorities, could be successful. This requires a civil case to be brought before a common court. It is highly likely that in the circumstances described, the Warsaw Regional Court will be inundated with claims. The fact that this court is already overburdened will mean that claims of this kind will not be reviewed quickly and that other cases will not be handled efficiently either.
For the moment, the matter will remain at a kind of standstill. Until the NSA in fact rules on the launching of compulsory restructuring of Getin Noble Bank, freezing of its capital instruments, employment of a compulsory restructuring instrument in the form of a bridging institution and appointment of an administrator for the bank, all of the decisions issued in the case will remain in force and be valid, and the issued ruling will not have any legal implications with respect to them
Currently, while it is difficult to predict how the matter of takeover and restructuring of Getin Noble Bank will end, it is clear that above all, the case demonstrates that oversight measures taken by the state authorities with respect to operators on the financial market must be well considered and executed calmly. This is because intervention in the banking sector could have grave repercussions for commerce and weaken the position and foundations for further existence of the institution subject to oversight, but also the issuing authority as well. This case is also the starting point for a debate on how this issue can be addressed through legislative changes. This is linked to the need, above all, for a review of the current laws for compliance with Community law, an issue the WSA raised in its ruling, and for thoughts on reassigning the areas of competence of various authorities relating to oversight. This will make it possible to gain a broader perspective of the measures employed, and consequently devise more suitable measures. At the moment, one cannot avoid the impression that the KNF and BFG’s decisions could be found to be too resolute, and thus not to provide the financial market safety that was expected. They only result in a loss of faith in the two authorities and, in all probability, claims for compensation in the millions. This thus supports the statement made in the heading of this article, that sensible decision-making is the only way to avoid paying large amounts of compensation and a loss of faith on the part of the public.
[1] Wyrok WSA w Warszawie z 29.01.2025 r., VI SA/Wa 2964/22.
[2] II GSK 1396/22, Legalis.
[3] VI SA/Wa 2964/22, Legalis.
[4] D. Nartowski [w:] R. Krupa- Dąbrowska, WSA: Przejęcie Getin Noble Bank przez KNF i BFG sprzeczne z prawem, https://www.prawo.pl/biznes/przejecie-getin-noble-bank-przez-knf-i-bfg-sprzeczne-z-prawem-wyrok-wsa,531242.html. J. Ojczyk, Restrukturyzacja Getin Noble Banku. Sąd: decyzja BFG wydana z naruszeniem prawa, https://businessinsider.com.pl/finanse/wazna-decyzja-sadu-w-sprawie-getin-noble-banku-decyzja-bfg-wydana-z-naruszeniem-prawa/w7pcy7x.
[5] R. Krupa- Dąbrowska, WSA: Przejęcie Getin Noble Bank przez KNF i BFG sprzeczne z prawem, https://www.prawo.pl/biznes/przejecie-getin-noble-bank-przez-knf-i-bfg-sprzeczne-z-prawem-wyrok-wsa,531242.html
[6] Ustawa z 23.04.1964 r. – Kodeks cywilny, Dz.U. z 2024 r. poz. 1061, dalej: k.c.
