SECURITIES AND CAPITAL MARKETS

• Our capital markets practice includes, i.a., assistance in meeting reporting and notification obligations by companies, their shareholders and managers, drafting and advice on implementation of the various company procedures (such as MAR, audit committee, remuneration policies, transactions with related entities, non-financial reporting, observance of good practices).
• SK&S’s multi-disciplinary expertise combined with the specialist competence of its capital markets experts, enables us to fully assist a company in preparation of its information memorandum and to guide it through the process of its approval.
• It is our daily practice to advise clients on complicated regulatory issues relevant to their M&A transactions involving public companies. We assist investors when they purchase substantial blocks of shares in public companies (in private transactions or through calls for shares). We also advise public companies in the process of attracting strategic investors, in due diligence reviews, minority shareholders buy-outs, and delisting processes.
• We also advise with regard to arrangements for and during general meetings of public companies, in particular, where there exist corporate disputes.
• Working closely with our litigation colleagues, we represent public companies and their shareholders in corporate disputes, both those between shareholders, and those between shareholders and their companies. We assist shareholders with regard to enforcement of their rights (such as when they challenge resolutions, request that a meeting of shareholders should be called, or that an auditor should be appointed to review a particular matter, or that they should be given some information), and we also assist companies when they oppose greenmail and defend against hostile takeovers.
• In corporate disputes, acting as counsel to companies, we obtained a judgment of the Supreme Court of a precedential value which confirmed that a shareholder who “parks” shares (i.e., breaches the duty to disclose the identity of the party in control of a substantial block of shares in a public company) could be deprived of voting rights. We were also counsel in other cases that concluded with final judgments that dismissed requests to call extraordinary general meetings or requests to appoint a special auditor to review certain matters, requests that were considered to exemplify an abuse of shareholder rights. On many occasions we defended general meeting resolutions, including such key resolutions as those on share issues and amendments to company statutes.
• We have participated in many unique capital markets transactions such as takeovers of foreign companies listed on the Warsaw Stock Exchange, buyouts of shareholders in foreign companies listed on several stock exchanges including the Warsaw Stock Exchange, and the cross-border relocation of the seat of a European company listed on the Warsaw Stock Exchange, combined with its dual listing.
• We routinely represent clients in administrative proceedings before KNF, the Polish Financial Supervision Authority, including those concerned with the imposition of penalties on public companies and their shareholders. We also advise public companies in connection with the purchase of their own shares and on their incentive programmes.

The strength of our team stems from practical experience that spans many years, an ability to propose creative new solutions, and close cooperation with other practice groups in our firm, in particular the M&A, litigation, and regulatory framework teams. The scale of the firm’s practice allows us to not only offer comprehensive capital markets advice but also to give clients the comfort that their cases will be handled safely by lawyers who are specialists in all the relevant fields.