Practice areas
Capital markets and investment services
An issuer preparing an issue, an investor changing its holding in a public company, an entity providing investment services and the client of such a service encounter capital market regulation at different moments and to different extents. Legal assistance concerns the issue and offering of securities, the obligations of issuers and investors, and the rules on providing investment services and carrying on regulated activity. A separate area consists of matters conducted by the Polish Financial Supervision Authority and disputes between market participants.
Legal assistance in capital market and investment services matters
On the capital market, the extent of a participant's obligations depends above all on its role, on the type of instrument and on the stage of the planned or completed transaction. Different requirements apply to an issuer preparing an issue or an offering, to a public company performing its ongoing obligations, to an investor acquiring or disposing of instruments, and to an entity providing an investment service.
An issue of shares, bonds or other securities begins with establishing the structure of the planned transaction and the requirements for carrying it out. If the plan involves a public offering, the documentation requirements depend on the chosen offering route. The admission of securities to trading on a regulated market, or their introduction to an alternative trading system, requires a separate assessment.
Operating on the public market also gives rise to obligations after an issue or transaction has been carried out. On the issuer's side, they may concern the information provided to the market and the handling of inside information. On the investor's side, obligations may arise in connection with a change in its holding in a public company, substantial blocks of shares, tender offers and other events requiring notification or particular steps to be taken.
Matters concerning the provision of investment services are of a different character. The type of service, of instrument and the client's status affect, among other things, the scope of the information provided, the suitability or appropriateness assessment, the manner in which orders are executed and the obligations relating to conflicts of interest. The question whether they have been performed correctly arises on both sides of the agreement. Where an entity is only planning to commence or change its activity, its planned model must be classified and the authorisation, registration or notification requirements established.
A matter may also begin with a letter, a request for information, an inspection or proceedings conducted by the Polish Financial Supervision Authority, or with a dispute between market participants — that is, at the point where the way a transaction was carried out is already being challenged. Assistance may take the form of a single consultation or the assessment of a particular transaction, but also of ongoing legal support with the recurring obligations of an issuer or of a regulated entity.
Issues and trading
Issues, offerings and entry into trading
Shares, bonds and other securities — from the structure of the issue and the offering documentation through to admission to trading on a regulated market or introduction to an alternative trading system.
Issuers and investors
Obligations of issuers, investors and shareholders
On the issuer's side — disclosure obligations and the handling of inside information. On the investor's and shareholder's side — transactions, changes in holdings in a public company, substantial blocks of shares and tender offers.
Investment services
Investment services and regulated activity
Documentation and rules on providing investment services, obligations towards clients, and the commencement, extension or change of activity requiring authorisation, an entry in the register or notification.
Supervision and disputes
The KNF and capital market disputes
Requests, inspections and proceedings before the KNF, and disputes in which financial instruments, capital market obligations or the rules on providing investment services are of material significance.
When can I help?
01
You are planning an issue of shares, bonds or other securities
Before an issue is launched, decisions are taken on its structure, on its corporate basis, on the way the securities are to be offered and on the documentation needed. The scope of the steps required depends, among other things, on the type of securities, on the range of potential investors and on the further plans regarding trading.
02
You are preparing a public offering or the entry of securities into trading
Not every offering and not every way of commencing trading requires identical documentation. The first step is to establish the appropriate route, including whether a prospectus or another document is required, and then to structure the process to match the planned offering, the regulated market or the alternative trading system.
03
An event has occurred that may constitute inside information
The question is whether the information has the character of inside information and from what moment it must be treated as such. A separate issue is how it is to be handled within the organisation, the range of persons with access to it, and the obligations concerning publication or the delay of publication.
04
You are acquiring or disposing of shares in a public company
A change in a holding in a public company may give rise to obligations independent of the conclusion of the transaction itself. Before shares are acquired or disposed of, or after the transaction has been carried out, it may be necessary to establish the obligations connected with a substantial block of shares, with a notification, with a tender offer or with another regulatory requirement.
05
You have doubts about the way an investment service has been provided
That doubt is shared by an entity checking whether it has performed its own obligations correctly and by a client assessing how the service was performed for it. What then requires assessment includes the content of the agreement or of the terms and conditions, the information provided, the client's classification, the choice of service or instrument, the manner in which the order was executed, and the settlement of the transaction.
06
You are planning to commence or change a regulated activity
Before a new activity is commenced or the current model is extended, it is necessary to establish how the planned activities are classified and whether they require authorisation, an entry in the register, notification or a change to the existing scope of permissions. The assessment should come before a new service begins to be provided or a significant change to the business model is introduced.
07
You have received a letter, a request or a demand for information from the KNF
A letter from the authority must be read in the context of the type of matter being conducted, the scope of the information and documents requested and the earlier correspondence. Before a reply is prepared, it is also worth establishing what events prompted the authority's interest and how the proceedings may develop.
08
A dispute has arisen concerning an investment service, a financial instrument or a transaction
The dispute may concern the way the service was provided, the execution of an order, the documentation presented, the settlement of a transaction, or the rights and obligations connected with a financial instrument. Where obligations arising from capital market regulation are material to the parties' liability, their assessment should precede the choice of how to conduct the dispute further.
Scope of assistance
Assistance may begin even before any steps connected with the issue are taken. The scope of the documentation required and of the further steps depends on the type of securities, on the way they are to be offered, and on whether the plan involves a public offering, admission to trading on a regulated market or introduction to an alternative trading system.
- the structure of the planned issue of shares, bonds or other securities;
- establishing the legal and documentation requirements appropriate to the planned way of offering the securities;
- preparation and review of the documentation connected with the issue or the offering;
- review or preparation of the prospectus or of another document required in connection with the offering or with the commencement of trading;
- assistance in the proceedings for approval of the prospectus, where such approval is required;
- the requirements connected with the admission of securities to trading on a regulated market;
- analysis of the conditions for introducing financial instruments to an alternative trading system;
- the steps connected with the registration of securities and the documentation needed to carry out the issue, including an issue of bonds;
- coordination of the capital market requirements with the corporate documentation and the agreements needed to carry out the issue or the offering.
A transaction involving a financial instrument may produce effects going beyond the acquisition or disposal itself. In the case of public companies, additional obligations may depend on the size of the change in the holding and the way it is made, and on the relationships existing between the participants in the transaction.
- legal analysis of transactions involving shares, bonds, derivatives or other financial instruments;
- the rights and obligations connected with the acquisition, holding, disposal or settlement of financial instruments;
- the obligations connected with acquiring or disposing of substantial blocks of shares in a public company;
- establishing the obligations connected with tender offers for shares in a public company;
- the effect of agreements between shareholders on the obligations arising from capital market regulation;
- assistance in matters concerning the squeeze-out or the right to demand the buy-out of shares in a public company;
- preparation and assessment of the notifications and other steps required of an investor or shareholder in connection with a transaction or a change in a holding.
Disclosure obligations do not come down to drawing up a report once an event has occurred. The information must first be correctly classified, the moment at which the obligation arises established, and the way it is to be handled within the organisation determined.
- assessment of whether particular information may constitute inside information, and establishing the moment at which it arose;
- preparation or assessment of the way the obligation to publish inside information has been performed;
- the conditions for delaying the publication of inside information and the documentation connected with such a delay;
- analysis of the obligations regarding current and periodic reports applicable to the particular issuer and market;
- preparation or assessment of internal rules on the circulation and protection of inside information;
- the rules on keeping insider lists;
- the obligations concerning transactions of persons discharging managerial responsibilities and of persons closely associated with them;
- assessment of whether the obligations were correctly performed after a particular event, and preparation of a position where doubts arise.
The extent of the obligations connected with providing an investment service follows above all from the type of service, the instrument and the client's status. The assessment therefore covers both the documentation and the way the obligations towards the client are actually performed.
- preparation and review of brokerage agreements, terms and conditions and other documentation concerning the provision of investment services;
- client classification and the consequences of assigning a client to a particular category;
- the disclosure obligations concerning the service, the financial instruments, the risks, the costs and the fees;
- analysis of the rules on carrying out and documenting the suitability or appropriateness assessment of a service or instrument;
- preparation or assessment of the rules for identifying and managing conflicts of interest and of issues relating to inducements;
- the rules and policy on order execution;
- analysis of the obligations connected with the manufacture and distribution of financial instruments and with defining the target market;
- the manner in which a particular order was executed, or a particular transaction carried out or settled, within the service provided;
- assessment of whether the obligations towards the client were correctly performed in providing a particular service.
Before an activity is commenced or changed, it may be necessary to establish the legal status of the planned activities and the requirements to be satisfied before they are undertaken. The extent of the regulation depends on the type of activity and on the entity's status.
- classification of the planned business model under capital market regulation;
- assessment of whether the planned activity requires authorisation, an entry in the register or a notification;
- preparation and review of the documentation needed in the proceedings concerning the commencement of the activity;
- analysis of a planned extension of, or change to, the scope of an activity already carried on;
- cross-border activity, the establishment of a branch or the provision of services in another country;
- the requirements connected with a planned change in the shareholding structure of a brokerage house or an investment fund company;
- assistance to investment firms, including brokerage houses, and to investment fund companies, investment funds and other capital market entities in matters concerning a particular service, transaction or regulatory obligation;
- representation in proceedings concerning authorisation, an entry in the register, notification or a change to the activity carried on.
Where the matter is being handled by the authority, or a dispute has already arisen between market participants, the starting point is to establish the subject matter of the case, the legal grounds, the steps taken to date and the material that may be relevant to the further proceedings.
- analysis of a request, a demand for information or other correspondence from the Polish Financial Supervision Authority;
- preparation of replies, explanations and documentation submitted to the authority;
- representation in the course of inspections and other supervisory activities;
- participation in the activities of explanatory proceedings;
- representation in administrative proceedings before the KNF, including where the subject matter of the case is an administrative sanction;
- assessment of the authority's decision and of the means of challenging it available, including representation before an administrative court if the matter moves to the court stage;
- the grounds and documentation for a dispute concerning an investment service, a financial instrument or a transaction;
- preparation of a pre-litigation position and representation in court proceedings where the capital market regulations or the rules on providing investment services are of material significance for the assessment of the parties' rights and obligations.
What to prepare
Capital market matters often require not only the content of the documents to be reconstructed, but also the sequence of events and the role of the individual participants. The same document or transaction may have a different significance depending on the status of the issuer, the investor, the client or the entity providing the service.
If the matter concerns a planned issue, offering, transaction or the commencement of a regulated activity, what is most useful are the documents describing the intended structure of the transaction and the decisions taken so far.
If, on the other hand, the matter began with a letter from the KNF, an inspection or a dispute, what matters is the course of events to date, the documents provided to other participants or to the authority, and the deadlines arising from the correspondence received.
To begin with, prepare or gather, if you can:
- the agreements, terms and conditions and documentation concerning the issue, the offering, the instrument or the investment service;
- the resolutions and other corporate documents connected with the planned or completed transaction;
- the reports, notifications and other documents concerning the disclosure obligations performed;
- the correspondence with the KNF, the market operator, an investment firm, an issuer, an investment fund company, a fund or another participant in the matter;
- a chronology of the key events and transactions;
- the current letter, request or decision giving rise to the need to take further steps.
What the support involves
01 /
I establish the participants and the applicable obligations
I first establish the client's role and that of the other participants, the type of instrument or service, and the stage of the planned transaction or of the proceedings under way. On that basis I identify the obligations and the issues requiring further assessment.
02 /
I analyse the documents and the course of events
I review the documentation, the steps taken so far, the correspondence and the sequence of events. If the matter is already under way, I also check the deadlines and the material gathered by the authority or by the other party.
03 /
I prepare the documentation or a position
Depending on the matter, I prepare or review the documents connected with the issue, the transaction or the regulated activity, the reply to the authority, the notification, the position or another pleading needed at that stage.
04 /
I conduct the matter at the later stage
If the matter requires further steps, I ensure that the position and the documentation remain consistent at successive stages, keep track of the deadlines and represent the client in the proceedings or in the dispute.
Banking, finance and payment services
Where the essential problem is credit, financing, security, a bank account or a payment service, rather than the provision of an investment service.
Legal support for businesses and corporate matters
Where the essential problem is the company's bodies, resolutions, structure or corporate documentation, rather than capital market obligations.
Civil and commercial disputes
Where the essential problem is an ordinary contractual or damages dispute with no significant regulatory element.
Tax law
Where a transaction, an instrument, an issue or an investment requires a separate assessment of the tax consequences.
Contact
Discuss your matter
Whether the matter concerns an issue, the obligations of a public company, an investment service or proceedings before the Polish Financial Supervision Authority, the first conversation serves to discuss the situation, define the scope of the analysis needed and establish the direction to take.