Will Prime Minister Tusk’s decision to place TVN on the list of strategic entities become a new cause of deteriorating relations with Poland’s largest ally? An attorney specializing in advisory services for major capital groups, who spoke with the news portal Niezależna.pl, emphasizes that if, for any reason, any element of the transaction involving the acquisition of Warner Bros. Discovery, which includes TVN, were to fail “due to what is essentially an unlawful political-administrative decision of the government,” then, considering the political developments of recent months, “it certainly would not facilitate the Polish government’s talks and relations with the American side.” “And it cannot be ruled out that Donald Trump’s administration will use this fact against the Polish government,” notes Tymoteusz Paprocki.
A Decision Has Been Made
The management board of Warner Bros. Discovery (WBD) deemed Paramount Skydance’s acquisition offer more favorable than Netflix’s. This decision likely concludes months-long efforts to take over WBD’s assets, including, among others, the television channel CNN and the Polish broadcaster TVN, which the Polish government has designated as a strategic company.
Could formal obstacles now arise in finalizing the transaction? Niezależna.pl posed this question to attorney Tymoteusz Paprocki, who specializes in advising state-owned companies, entities within large capital groups, and foreign clients.
Paprocki acknowledged that placing TVN on the list of strategic companies, meaning those whose transfer is subject to restrictions, may constitute a significant obstacle.
“In practice, these regulations and the freeze on the possibility of acquiring TVN, which currently extends until the end of 2027, could make this aspect of the transaction highly problematic,”
he assessed.
“Regardless of the global transaction taking place on the American market, given that one of the subsidiaries involved is TVN, it may happen that despite successful completion of the transaction in other countries, TVN in Poland will not be able to be part of it. As of today, I unfortunately assess that probability as high,”
the lawyer added.
Americans vs. Tusk
When asked what TVN’s status would be under the applicable law in such circumstances, Paprocki stated that “the situation is quite interesting” because “there is no clear answer.”
“The effective transfer of shares and acquisition on the American market, which will most likely occur, may have an effect everywhere except where regulations, in this case domestic regulations, do not permit the transaction. Of course, I believe the political dimension will also play a significant role here. Lobbying efforts or discussions with the Polish government could begin regarding changes to the entities included on the strategic companies list,” Paprocki explained.
“Paradoxically, this may lie in the interest of both parties to the transaction. We are talking about both Paramount Skydance and Warner Bros. Discovery, because the transaction has already been agreed upon. Both companies operate under American law and have American capital, and they may have an interest in encouraging the Polish government to amend these regulations. Based on market experience and previous public statements, I believe that would likely be the first step. That would eliminate the need to answer the question: what happens to TVN if the Polish government does not amend the regulations that would enable the transaction to proceed?”
There Will Be Consequences
When asked what might happen if the Polish government decided not to remove TVN from the list of strategic companies, the attorney indicated that “a situation may arise in which TVN’s shares are carved out of the broader transaction package, creating a sort of hybrid structure.”
“In that case, WBD would remain the owner of the Polish company. Legally, this is possible, and such a solution cannot be ruled out. However, I quite realistically see the possibility of damage claims that could be pursued against the government and the State Treasury. I am referring here to the purchaser, Paramount Skydance, because it is difficult to assume that a major global market player would simply accept, without consequences, administrative regulations preventing the acquisition of one of the companies,”
he explained.
The offer accepted by WBD from Paramount Skydance includes, among other assets, the U.S.-based broadcaster CNN and, according to media reports, is favored by Donald Trump’s administration. Niezależna.pl therefore asked whether, in this context, politics could ultimately determine the fate of the transaction, including in Poland.
“It is difficult to say that it will be the decisive element, but it would be naive to claim that it will have no significance. It is certain that from the perspective of political relations, blocking such a transaction would certainly be noticed by the American administration, because regardless of which political camp the U.S. president comes from, American diplomacy, including in its economic dimension, is based on safeguarding the interests of American companies worldwide,”
the lawyer assessed.
The Trump Administration Will Not Let It Go
He emphasized that if, for any reason, any element of the transaction were to fail “due to what is essentially an unlawful political-administrative decision of the government,” then, considering recent months’ experience regarding Donald Trump’s understanding of diplomacy, “it certainly would not facilitate the Polish government’s talks and relations with the American side.”
“And it cannot be ruled out that Donald Trump’s administration will use this fact against the Polish government. I say this not from a legal perspective but considering how American policy is conducted toward countries cooperating with the United States,” he noted.
“It is worth noting that, regardless of the actions of the Polish government, which designated TVN as strategic, paradoxically, the ownership defense of Warner Bros. Discovery is being carried out by a third party, since WBD’s management wants to finalize the transaction with Paramount Skydance. So we have an extraordinarily interesting situation in which the two parties to the transaction are effectively being blocked by a third party,”
Tymoteusz Paprocki concluded.