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The firm's lawyers have extensive experience in all types of capital market transactions and securities-related issues. The firm has provided legal expertise for initial public offerings and public offerings of listed companies, issues of debt instruments and other securities, including drafting prospectuse and preparing the legal documentation for various kinds of management options. As preparatory work before IPOs, the Firm has restructured a number of companies. The firm:
- Acts as issuer’s or underwriter’s counsel in public offerings of securities
- Advises securities brokerage houses and other investment firms;
- Advises investment funds
- Acts for listed and non-listed companies and investors
Since 2007 Chambers Europe presents the Firm among leading Polish law firms and points to Prof. Wierzbowski’s achievements and expertise in capital markets.
Major international law firms rankings and directories list us. For example : Legal 500 Europe, Middle East & Africa. – relying on the opinions of our competitors states: "Prof. Marek Wierzbowski Legal Advisors acts on an extraordinarily number of IPOs, bond offerings and a range of securities, and provides impressive representation in proceedings before the Polish Financial Supervision Authority." Chambers Europe - Europe's Leading Lawyers for Business wrote about prof. M. Wierzbowski: "He is one of the most important figures in the development of the Polish capital markets, peers say, while clients appreciate his ability to communicate and knowledge of the legal environment"."Marek Wierzbowski is widely recognized as one of the most active individuals on the Polish capital markets scene."
1. Public Offerings of Securities (IPOs and SPOs)
Since 2007 we have been ranked first among law firms having offices in the Republic of Poland in terms of the number of IPO's completed. Our first place in the number of public offerings completed has been confirmed in the recent ranking made by Parkiet for the period 2010 – May 2011, published in Parkiet of 28-20 May 2011.
The Warsaw Stock Exchange has granted us the titles "WSE IPO Partner - Primary Market Leader" "WSE Partner for SME" and "New Connect Authorized Advisor".
The Firm has acted as issuers counsel or underwriter's counsel in the following public offerings of securities of companies, currently listed on the WSE:
- Elstar Oils S.A. (two public share issues, including IPO, bonds issue with the right of priority),
- Ceramika Nowa Gala S.A. (two public share issues, including IPO, bonds issue with the right of priority),
- Comp S.A. (two public share issues, including IPO),
- Tras Tychy S.A., (private share issue)
- Decora S.A., (IPO, issue of subsubscriber warrants)
- Tras Intur S.A. (three public share issues and one convertible bonds issue),
- Polski Koncern Mięsny S.A. (DUDA S.A.), (share issue for in-kind contributions, public share issue)
- Internetowy Dom Maklerski S.A. (IPO and several SPO’s)
- FAM S.A. (bonds issue with the right of priority),
- Sanwil S.A. (SPO)
- Lubawa S.A. (public share issue with pre-emptive rights)
- Mostostal Warszawa S.A., (public share issue with pre-emptive rights)
- Jupiter NFI S.A. (public share issue with pre-emptive rights)
- Mostostal Zabrze Holding S.A. (public share issue with pre-emptive rights)
- Hyperion S.A., (public share offering - IPO, the offering of subscriber warrants)
- NetMedia S.A. (public share issue - IPO),
- Lentex S.A. (SPO)
- Infovide S.A. (IPO )
- Monnari Trade S.A. (IPO )
- ABM Solid S.A. (IPO)
- Protektor S.A. (SPO)
- Infovide - Matrix S.A. (IPO - public share issue)
- B3 System S.A. (IPO, the offering of subscriber warrants)
- Gadu Gadu S.A. (IPO - public share issue)
- Laboratorium Kolastyna S.A. (IPO - public share issue)
- Rafako S.A. (public share issue with pre-emptive rights)
- NTT System S.A. (IPO, the offering of subscriber warrants)
- Helio S.A. (IPO - public share issue)
- BOMI S.A. (IPO - public share issue)
- Wola Info S.A. (IPO - public share issue)
- Orzeł Biały S.A. (IPO - public share issue)
- POL - MOT WARFAMA S.A. (IPO, the offering of subscriber warrants)
- City Interactive S.A. (IPO, the offering of subscriber warrants)
- KONSORCJUM STALI S.A. (IPO - public share issue)
- POWER MEDIA S.A. (IPO - public share issue)
- SKYLINE INVESTMENT S.A. (IPO - public share issue)
- Polskie Towarzystwo Reasekuracji (Polish Re) S.A. (IPO, the offering of subscriber warrants)
- KOPEX S.A. (SPO);
- EKO Holding S.A. (IPO - public share issue);
- Berling S.A. (IPO - public share issue).
- ADVADIS S.A. (listing of shares on the WSE)
- TAURON SA (IPO 2010)
- ZPC Otmuchów SA (IPO 2010)
- TRANS POLONIA SA (IPO 2010)
- GASTEL–ŻURAWIE SA (listing of shares on the WSE);
- Polski Fundusz Hipoteczny SA (IPO 2010)
- EUROPEJSKIE CENTRUM ODSZKODOWAŃ S.A. (IPO 2010)
- BSC DRUKARNIA OPAKOWAŃ S.A. (IPO 2011 r.)
- IDEA TFI SA (IPO 2011)
- INPRO SA (IPO 2011r.)
- GASTEL –ŻURAWIE SA (SPO 2011)
A few other public offerings are currently being prepared or prospectuses have been submitted to the Polish Financial Supervision Authority. We have also advised on some special problems to companies preparing public share offerings whereother law firms acted as issuer's or underwriter's counsel. Some of the projects on which we have advised contained elements that were new to the Polish capital market.
Besides the issuing of shares, the Firm has advised on many public and private offerings of bonds and other securities.
We have also advised on a number of tender offers and other transactions with securities.
2. Services for Securities Brokerage Houses and Investment Firms
The Firm renders permanent advisory services for a number of brokerage houses and investment firms, concerning different issues regarding securities law. We assist in the establishment of brokerage houses as well as in their everyday business. This includes representation before the Polish Financial Supervision Authority, including assistance in obtaining the license or expansion of the license, representation in case of other proceedings and investigations, assistance in the introduction of new products to the Polish market. Prof. Wierzbowski was a counsel involved in the establishment of the very first foreign owned securities brokerage house in Poland, and since that time we have obtained licenses for many other investment firms. The Chamber of Securities Brokerage Houses is numbered among our clients.
3. Services for Investment Funds
We assist in the establishment of investment funds, as well as in their everyday business. Our services include advice on internal documentation of the investment funds, representation before the Polish Financial Supervision Authority and advice on transactions. We have a long tradition in services for investment funds, as Prof. Wierzbowski established the second investment fund management company in Poland. Investment funds have been clients of the firm since its very earliest days. We assist in drafting of prospectuses for offerings of investment certificates of Polish closed-end investment funds. We also assist foreign investment funds in placing their products on the Polish market.
4. Services for Listed and Non-listed Companies and Investors
The Firm advises listed companies on issues concerning Securities Law and corporate matters. Such services include advice concerning duties imposed by securities Law such as the disclosure requirements required of all listed companies, relations with investors, the calling of shareholder meetings etc. Often our lawyers are requested to preside over shareholders meeting and to draft resolutions of shareholders meetings. Often we represent listed companies) in proceedings before the Polish Financial Supervision Authority.
Investors often turn to us seeking advice concerning acquisition of shares of listed companies, performance of some duties; particularly restrictions on the purchase of shares and disclosure duties. We represent investors in proceedings before the Polish Financial Supervision Authority and in court or arbitration disputes with issuers of securities, listed companies etc. We have experienced several successful actions concerning the recovery of money due to investors from the securities or other financial instrument issuer. We have planed and assisted in the planning and execution of several tender offers. Polish securities law place number of restrictions on the way of acquisition of large portfolios of shares of listed companies. Please see also Mergers & Acquisitions section.
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