Capital market, financial instruments, joint stock companies, corporate governance
We specialize in providing legal services for capital investments on the public and private markets, IPO and SPO processes, sale of enterprises, M&A transactions, management buyouts. We have many years of experience in providing services to joint-stock companies. We secure the interests of private investors and funds.
We service capital transactions – we conduct comprehensive due diligence, prepare and negotiate term sheets, investment agreements and shareholders’ agreements. We secure the interests of individual investors and funds. We advise companies in the process of obtaining financing on the public and private markets, in pre-IPO share issues and mezzanine-type transactions. We provide support to companies in negotiations and transactions involving private equity / venture capital funds and professional investors.
We provide comprehensive legal advice in initial public offering (IPO) and admitting shares to official listing on the main market of the Warsaw Stock Exchange or NewConnect. We cooperate with brokerage houses, financial advisors and other entities involved in the offer. We advise on proceedings before the Polish Financial Supervision Authority, the Warsaw Stock Exchange and the Central Securities Depository of Poland.
We handle the issue of shares and bonds and advise on the introduction of securities to trading on organized markets. We prepare the conditions of issue, elements of prospectuses, memoranda, information and offer documents. We also handle private issues and over-the-counter (OTC) offers. We assist in developing of a coherent concept and model of the offer as well as in the effective execution of transactions.
We represent the parties in transactions of sale or purchase of companies and enterprises; develop concepts and transaction financing models. We service, inter alia, leveraged/management buyouts (LBO/MBO), reverse takeovers (RTO) and atypical transaction models that require adjusting the existing legal instruments to specific circumstances. We provide advice on possible ways to optimize tax activities related to the planned transaction.
We advise public companies on information obligations and detailed regulations concerning issuers and trading in financial instruments – conducting tender offers for shares, squeeze-out and reverse squeeze-out, share delisting, insider lists, transactions executed by persons performing managerial duties, disclosure of significant shareholdings (share thresholds), relations with shareholders and information policy.
We prepare and launch individual incentive programmes for managers and employees of companies based on subscription warrants, bonds, options or other financial instruments. We consider key tax aspects and the current position of tax authorities. We develop concepts and models of incentive programmes and complete legal documentation. We advise during the programme implementation and provide support for its effective implementation.
We deal with providing corporate services to authorities of joint-stock companies, conducting meetings, preparing and verifying corporate documents. We offer comprehensive competent legal advice related to the functioning of joint stock companies (including public companies) based on many years of practical experience. We get involved with the creation, transformation, merger and division of companies, capital operations and relations with shareholders. We supervise and monitor the activity of companies at the request of owners – we participate in the process of corporate governance as members of supervisory boards. We provide negotiation support and representation in disputes arising from corporate relations, as well as other advisory services related to broadly understood company law.