Capital and other Financial Markets

Our firm has extensive experience in all kinds of transactions on the capital market. We provide comprehensive services in this field, acting for  issuers of securities and other financial instruments, investors, brokerage houses and investment firms, investment and pension funds, as well as the other institutions associated with capital markets.  We handle all types of transitions including:

 

  • public and private offerings of shares and other securities;
  • services for brokerage houses and their shareholders, including founding a brokerage house, extending the operations of a brokerage house, and in dealing  with the Polish Financial Supervision Authority;
  • services for investment funds and companies managing investment funds;
  • services concerning different projects and transactions like tender offers, takeovers of listed companies, listing and delisting of securities on the Warsaw Stock Exchange and other exchanges or trading platforms, obtaining permits from Financial Supervision Authority, ESMA etc., disputes connected with functioning on the capital market.

 

Cases connected with the capital market are supervised by partners Sławomir Jakszuk, former deputy head of the Legal Department of Warsaw Stock Exchange and Marek Wierzbowski former chairman of the Supervisory Board of Warsaw Stock Exchange.

We are considered to be top firm in town concerning capital markets.

 

Offers for public and private issuers of shares and bonds

We have provided numerous services to public and private issuers. The services   included inter alia drafting prospectuses or offering  memorandums, and other kinds of offering documents, as well as documentation needed for stock options programs.  We have advised the following firms on their  offerings including drafting of prospectuses:

  • ELSTAR OILS S.A.
  • CERAMIKA NOWA GALA S.A.
  • COMP S.A.
  • TRAS TYCHY S.A
  • DECORA S.A
  • TRAS INTUR S.A.
  • (POLSKI KONCERN MIĘSNY S.A. (DUDA S.A.)
  • DM IDM S.A.
  • FAM S.A
  • SANWIL S.A.
  • LUBAWA S.A.
  • MOSTOSTAL WARSZAWA S.A.
  • JUPITER NFI S.A.
  • MOSTOSTAL ZABRZE HOLDING S.A.
  • HYPERION S.A.
  • NETMEDIA S.A.
  • LENTEX S.A
  • INFOVIDE S.A.,
  • MONNARI TRADE S.A
  • ABM SOLID S.A.
  • PROTEKTOR S.A.
  • INFOVIDE – MATRIX S.A.
  • B3SYSTEM S.A
  • GADU GADU S.A.
  • LABORATORIUM KOLASTYNA S.A
  • RAFAKO S.A.,
  • NTT SYSTEM S.A.,
  • HELIO S.A.,
  • INTUR S.A.,
  • BOMI S.A.,
  • WOLA INFO S.A.,
  • ORZEŁ BIAŁY S.A.,
  • POL-MOT WARFAMA S.A.,
  • CITY INTERACTIVE S.A.,
  • KONSORCJUM STALI S.A. (,
  • POWER MEDIA S.A.,
  • SKYLINE INVESTMENT S.A.,
  • POLSKIE TOWARZYSTWO REASEKURACJI SA,
  • TRION S.A.,
  • BUMECH S.A.,
  • AUTOGUARD SA,
  • EMC INSTYTUT MEDYCZNY S.A.,
  • KOPEX S.A.,
  • EKO HOLDING S.A.,
  • BERLING S.A.,
  • ADVADIS S.A.,
  • TAURON S.A.,
  • ZPC OTMUCHÓW S.A.,
  • TRANS POLONIA S.A.,
  • GASTEL – ŻURAWIE S.A. (),
  • POLSKI FUNDUSZ HIPOTECZNY S.A.,
  • EuCO S.A.,
  • BSC DRUKARNIA OPAKOWAŃ S.A.,
  • IDEA TFI S.A.,
  • INPRO S.A.
  • GASTEL – ŻURAWIE S.A.
  • ENEL-MED. SA,
  • BENEFIT SYSTEMS S.A.,
  • P.R.E.S.C.O. GROUP SA,
  • GRUPA NOKAUT S.A.,
  • MARVIPOL SA,
  • CZERWONA TOREBKA,
  • GLOBAL COSMED S.A,
  • OT LOGISTICS S.A.,
  • MARVIPOL SA,
  • VISTAL GDYNIA SA,
  • CERAMIKA NOWA GALA S.A.,
  • TORPOL S.A.,
  • JW CONSTRUCTION S.A.
  • 11 BIT STUDIOS S.A.
  • SARE SA
  • ARCHICOM S.A.

 

Besides advising on the offerings of shares, we also provide legal advice on the offerings various types of bonds, both public and private,  many of them listed  on CATALYST, Warsaw’s alternative bond market. Our lawyers acted for the issuer in the first offering of Eurobonds of a Polish bank.

We are also a member of the Warsaw Stock Exchange’s program of Partner Firms on the Primary  Market, directed at leading financial and legal advisers on the regulated market. This program aims to make it possible for issuing authorities to easily select and access legal advisory services in constructing their public offerings.

Legal Services for Investment Firms (Brokerage Houses)

We advise brokerage houses and their shareholders in all aspects of founding and widening their range of activity, as well as representing them in dealings with the Polish Financial Supervision Authority. We prepare applications for permits to render brokerage services to be granted by the Financial Supervision Commission. Also, we  assist in setting necessary internal procedures and operational guidelines for supplying these services.  We also provide assistance in ensuring that these businesses meet the changing legal requirements and guidelines for operations laid out by the  Financial Supervision Commission. We also advise brokerage houses on introducing new products and types of services, and advise brokerage houses, their leaders and their employees in administrative proceedings and court proceedings.

Legal services concerning  founding and operating a brokerage house has a long tradition in our firm. Professor Wierzbowski advised on legal proceedings connected with founding the first foreign brokerage house in Poland (Creditanstalt Securities) as well as advising on founding or extending the operations of brokerage houses including ING and  Société Générale. He also led the legal advisory team in the matter of the sale of CFSB brokerage house. Wierzbowski and Partners has also given legal advice and represented the issuers in public offerings of shares of two brokerage houses , as well as founding the brokerage houses of BPS and PGE. We are currently involved in further projects in this area, advising brokerage houses and  the Chamber of Brokers. Sławomir Jaskszuk heads the team advising on brokerage issues.

 

Legal Services for Investment Funds

We offer our clients a full range of services in setting up and operating both companies managing investment funds and investment funds themselves. Our services include the  drafting of by-law, other internal  regulations and internal procedures for investment funds and  managing companies, assisting in drafting necessary internal and contractual  documentation  and render other legal services. We represent investment funds before the Financial Supervision Commission.

We also draft prospectuses of public investment certificates offered by closed investment funds. We also assist foreign companies beginning operations on the Polish investment fund market, and provide assistance in gaining the necessary consents from the Polish Financial Supervision Commission.

We have extensive experience in advising investment fund ; Professor Wierzbowski advised on the founding of the second investment fund  in Poland, Korona, while attorney Marczuk advised on the founding of the first institution of this type run by a natural legal person, TFI Opera, as well as on the public offers of other investment funds.

Currently services relating to investment funds are led by Partner Sławomir Jakszuk.

 

Legal Advice for Investors

Our offer to investors on the sale and purchase  of  blocks of shares is discussed in more depth in the description of our services in the field of mergers and acquisitions. However, we also assist in  the purchase of large blocks of  shares in public companies. We advise our clients on methods of  purchase, either through a tender offer, or in a manner which allows the client to avoid lodging a tender.

We also advise investors on their obligation to provide certain kinds of information, as well as providing information and advice on how to reach an understanding with other shareholders and respect their legal rights.

We represent investors in proceedings involving the Polish Financial Supervision Commission and in court disputes. We have achieved a high level of success in such matters, amongst other things in recovering sums owed to investors holding bonds, including structured bonds.

We have also advised and represented banking clients in disputes connected with the use of the foreign exchange options by Polish enterprises. We were quite successful in the matters of financial products offered by banks to their clients, who suffered losses due to such investments.