Election of the supervisory board by groups: An important right of minority shareholders
09.03.2023 corporate, capital markets
Poland’s Commercial Companies Code provides for a number of institutions strengthening the position of minority shareholders. One is that shareholders representing a fifth of the share capital may demand that the company’s supervisory board be elected by voting in separate groups (Art. 385). This is a departure from the statutory method of appointing the supervisory board by a resolution of the general meeting adopted by a simple majority of votes. One or more shareholders representing 20% of the share capital may demand that the supervisory board be elected in groups, even if the company’s statute provides for a different way of appointing the supervisory board, e.g. through personal entitlements.
Quest: Listing on the Warsaw Stock Exchange
07.10.2021 gaming, capital markets
The game development market in Poland and worldwide is steadily growing, and ambitious companies from the game sector are looking for ways to increase brand recognition and raise funds for new productions. This leads them to consider listing their shares on the stock exchange. So the question is, who can go public, what is to be gained from doing so, and how to go about it?
Amendments to the Investment Funds Act
01.07.2021 capital markets, project
Work on the amendment of the Investment Funds Act is coming to an end. The changes include extending the range of fees in connection with distribution of participation units in Poland and introducing uniform rules for advertising information provided by funds and detailed rules for protection of investors in the event of cessation of marketing of participation units in foreign funds in Poland.
30.01.2020 capital markets
The end of 2019 was a kind of a caesura in the legislative process of abandoning the physical document as a carrier of securities used to raise finance on capital markets. Bonds, investment certificates, mortgage bonds, shares and subscription warrants have either bid farewell, or will soon do so to the physical document as a carrier.
How to establish collateral on investment certificates of closed-end investment funds?
30.01.2020 new provisions, capital markets
In 2019, legal regulations came into force providing for a mandatory dematerialisation of investment certificates issued by closed-end investment funds, including those which are not a part of a public offering and have not been admitted to an organised trading market. Newly issued certificates will no longer be able to be issued as a document, or function as an entry in the record of investment certificates kept by an investment fund company. They will have to be registered in the depository of securities kept by the Krajowy Depozyt Papierów Wartościowych (National Depository for Securities, KDPW). These regulations were then supplemented by rules for how an issuing agent must operate a register of investment certificates before their registration in KDPW. This fundamental change entails a number of practical and formal consequences that are significant in establishing and enforcing collateral on investment certificates.
07.09.2017 project, capital markets
In July 2017 the Government Legislative Centre published a proposal to amend the Trading in Financial Instruments Act and certain other acts, to bring the Polish legal system into compliance with the EU laws governing the capital market, in particular MiFID II (Directive 2014/65/EU) and MiFIR (Regulation 600/2014). The amendment would significantly change the wording of a number of existing acts and require capital market entities to comply with the new regulations. One notable feature is the introduction of the notion of reverse solicitation, not previously regulated in Polish law.
Legal position of crowdfunding platforms
30.10.2014 banking & finance, new technologies
Operators of crowdfunding platforms must consider numerous potentially applicable regulations, governing such matters as electronic services, payment services, money laundering, securities trading, foreign exchange and banking.
Is the Alternative Investment Fund Managers Directive already in force in Poland?
10.10.2013 capital markets, M&A
Poland has yet to adopt regulations implementing AIFMD, but that does not mean that nothing will change on the Polish market for private equity and closed investment funds in the next few months, before the new regulations are enacted here.
Dual listing on the Warsaw Stock Exchange
Dual listing refers to trading of a company’s shares on two (or more) stock exchanges at the same time.
2013 brings further changes in laws governing the capital market
10.01.2013 new provisions, capital markets
A number of changes in two key laws governing the capital market—the Investment Funds Act and the Public Offerings Act—will go into effect in 2013.
Omnibus securities accounts in Poland
15.09.2011 new provisions, capital markets
From 2012, foreign investors wishing to invest directly in financial instruments in Poland should no longer need to open a securities account at a Polish brokerage or trust company.
What may a fund do as a shareholder of a public company?
14.04.2011 corporate, capital markets
Statutory restrictions on participation of open investment funds in joint-stock companies should be interpreted narrowly. Restrictions on voting rights do not limit the exercise of other share rights.