Capital markets

We provide comprehensive services for all players on capital markets – issuers, investors, brokerage houses, investment funds and alternative investment companies / partnerships (AICs). The capital market offers many opportunities and our goal is to enable our clients to take advantage of them in a legal and safe manner.

We believe that the specialized knowledge of our experts, including both people with a rich academic background in this field of law (and at the same time academic teachers from the Faculty of Law and Administration of the University of Warsaw) and practitioners with many years of experience, gained not only in law firms but also, among others, in the Legal Department of the Warsaw Stock Exchange (WSE), is a guarantee that our clients receive the highest level of services in this area.

Our Firm has a long tradition in providing services to capital market participants. Our founder and current Partner – Professor Marek Wierzbowski – is one of the few lawyers dealing with capital markets in Poland almost since its establishment. Prof. Wierzbowski has actively participated in the creation of the Polish capital market, and over the years he has provided legal services to its participants. Prof. Wierzbowski’s enormous contribution to the development of the Polish capital market has been appreciated many times by various opinion-forming bodies (e.g., the prestigious Chambers Global ranking, which indicates that Marek Wierzbowski has long-standing experience in ECM (Equity Capital Markets) mandates and is highly regarded for his extensive contributions to the foundations of the area). Similarly the Law Firm’s Partner – Sławomir Jakszuk, who has been supervising the work of the Capital markets team for many years, has been present on the Polish capital market for a long time. Prior to joining our Firm, he had been gaining practical experience in providing services to entities forming, and active, on the Polish capital market, holding for many years the position of deputy director of the Legal Department of WSE.

The scope of services offered within the Capital markets specialization

  1. Legal services for issuers, including:
    • legal support for IPO, SPO, admission and introduction of shares to trading on the WSE (including dual listing), introduction of shares to trading in the alternative trading system NewConnect or transfer of quotations;
    • legal support for bond issue processes (both in the public and non-public offerings);
    • legal support for the delisting of companies;
    • supporting issuers in fulfilling their information duties;
    • advice on drawing up incentive programs;
    • representing issuers before the Polish Financial Supervision Authority, the WSE and the Central Securities Depository of Poland;
    • regulatory advice for issuers (including drafting of internal procedures required by law and the Best Practices of WSE Listed Companies 2016);
    • legal advice in corporate disputes.
  2. Legal services for investors, including:
    • advice on the acquisition of substantial blocks of shares in a public company (by way of an invitation; or in a way that avoids the invitation);
    • comprehensive legal services for transactions in shares of public companies;
    • legal support for the process of buyout of minority shareholders in a public company and processes aimed at delisting of a public company;
    • supporting investors in fulfilling their information duties;
    • advice on the conclusion of shareholders’ agreements and legal support for their effects;
    • representation of investors in proceedings before the Polish Financial Supervision Authority and in court and arbitration disputes with issuers and financial institutions;
    • representation of investors at the general meeting of the issuer.
  3. Legal services for brokerage houses, investment firms and their shareholders, including:
    • legal support for the processes of setting up brokerage houses and expanding the scope of their activities;
    • representation in proceedings before the Polish Financial Supervision Authority;
    • drafting necessary internal procedures and regulations for the brokerage house, as well as adapting them to the changing legal regulations and requirements of the Polish Financial Supervision Authority;
    • advice on introducing new products and new activities;
    • representation of brokerage houses, their authorities and employees in administrative and judicial proceedings.
  4. Legal services for investment funds, including:
    • advice on the establishment and operation of investment fund societies and investment funds (including organization of investment fund societies as expected by the Polish Financial Supervision Authority );
    • drafting of articles of investment funds and investment fund societies, regulations and internal procedures, documentation related to agreements concluded by the funds and other legal actions concerning investment fund societies and investment funds;
    • representation of investment fund societies and investment funds in proceedings before the Polish Financial Supervision Authority for obtaining permits to establish investment funds as well as in other administrative and judicial proceedings;
    • drafting of prospectuses relating to public investment certificates issued by closed-end investment funds and legal support in the proceedings for their approval;
    • legal support for the offering of foreign investment funds’ products on the Polish market.
  5. Legal services for alternative investment companies / partnerships (AICs), including:
    • conducting legal analysis of the entity’s compliance with the AIC’s legal requirements;
    • drafting of an application for entry in the register of AIC’s managers or the application (together with all necessary documentation) for a permit to pursue activity by the AIC’s managers and representation before the Polish Financial Supervision Authority.

Our clients

We are pleased to announce that recently, among others, the following Clients have trusted us:

In addition, we have been one of the leaders in terms of the number of prospectuses drawn up for years.

Our Firm has handled prospectus proceedings of the following companies: