capital markets | In Principle

Financial services are not always performed as they should be, and procedures for considering customer complaints have not always been effective. Consequently, in May 2015 the Polish Financial Supervision Authority adopted a resolution on consideration of customer complaints, and in August the Sejm adopted the Act on Consideration of Complaints by Financial Market Entities and on the Financial Ombudsman. The act has just entered into force.

The season for annual general meetings is approaching with the deadline for approval of the financial statements of Polish companies. Shareholders need not participate in the meeting personally, but may appoint a proxy. However, the law provides for certain differences in appointment of proxies in listed and unlisted companies.

The Bond Act of 15 January 2015 will enter into force on 1 July 2015. Although it is a new law, for the most part it carries forward the regulations from the current law from 2005, with changes and additions where the need was revealed by the practice under the existing act.

Companies listed on the main market of the Warsaw Stock Exchange and NewConnect will be required to release year-end and interim reports as well as disclose inside information. This is more of an evolution in reporting requirements than a revolution.

When conducting transactions involving shares in a Polish joint-stock company, it is essential to formulate the share sale agreement properly and carry out the measures required for effective transfer of the share rights to the buyer.

It may happen that a shareholder of a public company is not entitled to vote its shares at the company’s general meeting.

Recent amendments to the Transparency for Listed Companies Directive should improve the system for release of information by listed companies.

A management board member, with access to confidential company information, is subject to a number of restrictions on buying or selling shares of the company, on his own or another’s account.

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.

The recommendations published recently by the Financial Stability Board may result in more rigorous regulation of securitisation transactions.

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.

When reports become public of plans for a hostile takeover of an exchange-listed company, the question arises whether the company may take any measures to oppose the takeover.