Securities & Capital Markets

We have worked on capital markets matters since the opening of the Warsaw Stock Exchange. Our lawyers combine transactional proficiency with regulatory attunement, tested in numerous precedent-setting projects. This allows us to provide clients with comprehensive support – from initial public offerings and secondary public offerings, through reporting, transactions and disputes, to delisting. We advise listed companies and private companies seeking a stock exchange listing, including foreign companies, institutional investors, brokerage houses, PE/VC funds, and majority and minority shareholders.

Our approach

The strength of our team builds on many years of practical experience, our ability to propose creative new solutions, and close cooperation with other practice groups. The versatility and scale of our firm’s practice enable us to ensure to our clients not only comprehensive capital markets advice, but also the comfort that their projects will completed in a timely manner, safely, and by competent specialists in all the relevant fields.

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We understand that a company’s listed status presents not only an opportunity to attract capital and enhance name-recognition, but also a challenge. We monitor on an-going basis legislative, market practice and supervisory policy developments to give our clients the necessary support in ensuring their compliance with both the law and best practices.

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How can we help?

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Public Offerings and Issuances

Our multi-disciplinary expertise combined with the specialist competence of our capital markets experts, enables us to provide companies with comprehensive support in conducting public offerings – from preparing the prospectus and managing the approval process, through to the execution of the offering on the market. We also advise companies on public offerings conducted without a prospectus.
We advise on both equity and debt issuances and markets.

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Capital Market Transactions

We assist clients with complex regulatory issues relevant to public M&A transactions.
We assist investors in their acquisitions of substantial shareholdings in listed companies, including through ABB and OTC transactions, or through public tender offers and squeeze-outs.
We advise listed companies in securing strategic investments, including the compliant conduct of due diligence processes of listed companies.
We advise on minority shareholders buy-outs and delisting processes.
We have acted on many unique capital markets transactions such as takeovers of foreign companies listed on the Warsaw Stock Exchange, buyouts of shareholders in foreign companies listed on multiple stock exchanges, and the cross-border relocation of the seat of a European company listed on the Warsaw Stock Exchange, combined with its dual listing, or first tender offer with a minimum price determined by an audit firm.

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Reporting and Listed Companies

We assist in preparing and implementing internal procedures required from listed companies for compliance purposes (such as MAR, audit committee, remuneration policies, transactions with related parties, non-financial reporting, observance of good practices).
We advise on the performance of reporting and public disclosure obligations by companies, their shareholders and managers.
We assist in the organization and conduct of general meetings of listed companies, including in corporate dispute situations.
We advise listed companies in connection with the purchase of their own shares, including for the purposes of their incentive programs.
We provide comprehensive advice on the structuring, implementation, and administration of incentive plans based on shares or other financial instruments. In doing so, we work closely with our tax team to obtain tax rulings securing tax position of the listed company and participants.
We represent clients in administrative proceedings before the Polish Financial Supervision Authority (KNF) - including those concerned with the imposition of penalties on listed companies and their shareholders. We also represent clients before the National Depository for Securities (KDPW) and the Warsaw Stock Exchange (WSE).

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Corporate Disputes

We represent listed companies and their shareholders in corporate disputes, both between shareholders, and between shareholders and listed companies.
We assist shareholders with regard to enforcement of their rights and listed companies in their defense (challenges to shareholder resolutions, requests for shareholder meetings, special auditor appointment motions, access to information, etc.).
We assist companies in their defense against greenmail and hostile takeovers.
In the course of our representation of listed companies in corporate disputes, we have secured, among others, a landmark judgment of the Supreme Court confirming loss of voting rights by shareholders “parking” shares (i.e., those who breach the duty to disclose the identity of the party in control of a substantial block of shares in a listed company), final judgments dismissing motions to convene extraordinary general meetings or motions to appoint a special auditor in abuse of shareholder rights. On many occasions we defended general meeting resolutions, including such key resolutions as those on share issues and amendments to company statutes.

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In our work, we emphasize efficiency, transparency, and proper communication.

We understand that we are entrusted with managing strategic projects and are always available. We strive not only to answer questions but, above all, to address the real business needs of our clients.