capital markets | In Principle

Only a month ago we posted an article on plans to change the way the capital market is regulated and market investors are protected. The act has now been passed and signed into law, and will come into force on 1 January 2019.

Recent difficult investor experiences have led to proposals for further regulatory changes aimed at increasing security and strengthening supervision of the financial market. Currently in a Sejm committee, a government bill is being read for the first time which would amend several acts, redefine the Polish Financial Supervision Authority, and impose an obligation to dematerialise some financial instruments.

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.

Mediation is becoming a more widely appreciated and applied alternative dispute resolution method. But there are categories of cases where it could be used more often. One of them is disputes between capital market participants, and in particular between brokerages and their clients.

On the last day of October a notice was published on the Sejm website on filing of a parliamentarian’s bill to amend the Personal Income Tax Act and the Corporate Income Tax Act. The changes to the CIT Act, to enter into force on 1 January 2017, would eliminate the exemption from corporate income tax for closed-end investment funds (FIZ). This exemption has been used as a major instrument for tax optimisation, for example for entities involved in trading of debt and real property, and for taxpayers seeking protection against rules governing controlled foreign corporations (CFC).

The bill would significantly raise the sanctions for violation of reporting obligations—to PLN 40 million or 5% of annual turnover. The Polish Financial Supervision Authority could also publish the names of persons violating the act.

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.