Capital market law

Our in-depth familiarity with the Polish capital market and our experience in this area enable us to advise our clients effectively, above all when it comes to capital operations and transactions, including the purchase or disposal of significant equity stakes in public companies and takeover bids for equity stakes in public companies. We also advise entities listed on the Warsaw Stock Exchange, NewConnect, and Catalyst on fulfilling their reporting and notification duties. By tending to their legal security, we help them operate efficiently on the capital market and achieve their business objectives - Wojciech Bokina.

Our law firm’s experts have the knowledge and many years of experience needed to be well-versed with the intricacies of capital market law. We provide comprehensive legal services in matters relating to the capital markets in transactional and regulatory aspects alike. Our law firm’s employees monitor adherence to the rules according to which companies operate on the regulated market; accordingly, our clients and members of their governing bodies do not have to be worried about failing to meet their reporting duties or registration duties. We also advise clients on how to run shareholder meetings correctly, thereby mitigating the risk of effectively challenging the resolutions they adopt. Considering the natural synergies with our power practice, we also support participants on the regulated commodity exchange market in matters related to trading electricity, natural gas, and property rights.

Our clients:

  • institutional investors
  • retail investors
  • investment funds and investment fund management companies
  • entities operating on the Warsaw Stock Exchange and NewConnect
  • holding companies
  • brokerage houses
  • entities trading on the power exchange (TGE)
  • AICs

Scope of services:

  • Advisory services regarding capital market transactions, including the execution of capital operations and the purchase or disposal of significant equity stakes in public companies. Handling public takeover bids concerning equities in public companies.
  • Advisory services concerning business transformations, combinations or spinoffs, and the creation of holding company structures.
  • Advisory services on court and administrative procedures and on other regulatory aspects related to obtaining a permit to operate on the capital market. Advisory services to prepare a company to be floated on the Warsaw Stock Exchange’s regulated market or to be listed in the Alternative Trading System on the NewConnect or Catalyst markets.
  • Advisory services on discharging the reporting and notification duties stemming from the Market Abuse Regulation (MAR), domestic regulations, and the pertinent regulations prevailing on the Warsaw Stock Exchange, NewConnect, and Catalyst, including advisory services for management and supervisory board members to safeguard them against the abuses defined in the Market Abuse Regulation.
  • Advisory services regarding a change of the market of listing from NewConnect to the Warsaw Stock Exchange and handling the delisting process.
  • Representing issuers, investors, and other entities in proceedings pending before the Polish Financial Supervision Authority, the Warsaw Stock Exchange, and the National Securities Depository, and in disputes related to the functioning of the capital market.
  • Advisory services on the functioning of investment fund management companies and investment funds when it comes to transactions and regulations.
  • Setting up and supporting structures treated as Alternative Investment Companies (AICs).

Completed activities:

  • Representing numerous public companies in explanatory proceedings conducted by the Polish Financial Supervision Authority pertaining to the alleged violation of reporting duties prescribed by the Act on Public Offerings and the Conditions for Introducing Financial Instruments onto an Organized Trading System and on Public Companies.
  • Legal advisory services to a majority shareholder in the process of reversing the conversion from paper shares into electronic shares in a food industry company, including defense against corporate blackmail perpetrated by one of the shareholders blocking the aforementioned process.
  • Representing investment funds in connection with protecting their corporate rights.
  • Legal advisory services to protect the rights of minority shareholders in public companies, also involving the securing of a positive outcome regarding the appointment of a special auditor.
  • Legal advisory services for minority shareholders to acquire control of a public company, also by having a group of minority shareholders obtain operational control, establishing personal rights for representatives of the minority shareholders and triggering the “exit” of the majority shareholder from the company, and acquiring its shares on attractive financial terms.
  • Legal advisory services to protect against corporate blackmail in a public company that ended with positive outcomes for our client, including the refusal to appoint a special auditor.
  • Defending a public company producing refractory materials listed on the regulated market run by the Warsaw Stock Exchange against corporate blackmail involving the suspension of raising the share capital; legal advisory services in preparing and running shareholder meetings, raising the share capital using authorized capital combined with an issue of warrants, in order to facilitate the consolidation of companies in the sector.
  • Defending an employee joint-stock company in the construction sector against a hostile takeover orchestrated by a competing public company listed on the regulated market run by the Warsaw Stock Exchange.
  • Providing regular advisory services to a closed-end investment fund involving, among other things, planning and executing transactions, issuance and retirement of investment certificates, implementation of audit mechanisms, and implementation of internal policies compliant with the Polish FSA’s guidelines


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