Arreas of support

Equity securities

MJH’s Capital Markets Practice is comprised of lawyers with many years’ experience gained in international law firms and corporate legal departments. For many years, we have been supporting issuers, institutional and retail investors, investment banks and brokerage houses in complex capital markets projects. Our advice is characterised by a practical approach and a deep understanding of market mechanisms, enabling our clients to effectively achieve their business objectives whilst minimising legal risks.

Our lawyers have participated in numerous prestigious transactions involving equity securities, including, amongst others, initial public offerings (IPOs), secondary public offerings (SPOs), share placements under the so-called accelerated book-building process (ABB), private investments in public companies (so-called PIPEs), tender offers and takeovers of public companies, transactions aimed at delisting public companies (so-called public-to-private), compulsory buy-outs of minority shareholders in public companies, and defence against hostile takeovers of listed companies.

We support and represent our clients:

  • in public offerings (IPOs and SPOs) and share issues: we advise on the preparation of prospectuses and information memoranda, assist with dealings with the Polish Financial Supervision Authority (KNF), the Warsaw Stock Exchange (GPW) and the National Depository for Securities (KDPW), and prepare and negotiate transaction documentation (placement or underwriting agreements, stabilisation agreements), we advise on other aspects related to share issues
  • in M&A transactions on the regulated market: we develop strategies and the structure of takeover and tender offer transactions, ensuring compliance with capital markets law and the client’s interests; we prepare and negotiate transaction documentation and advise on disclosure obligations related to M&A transactions
  • in the area of corporate governance: we draft policies on compliance with disclosure obligations (including those arising from the MAR Regulation), remuneration policies for management boards and supervisory boards, rules governing transactions with related parties, and other compliance documents; we assist with the implementation of the principles set out in the Code of Best Practice for Companies Listed on the Warsaw Stock Exchange, and provide training to management boards, supervisory boards and key staff on disclosure obligations
  • in stock market crisis situations: we assist clients in cases of breaches of disclosure obligations, proceedings before the Polish Financial Supervision Authority (KNF), and allegations concerning the use of inside information
  • in capital market disputes: We represent clients in proceedings before the Polish Financial Supervision Authority (KNF), the ordinary courts and arbitration tribunals; we provide support in shareholder disputes concerning general meeting resolutions, the fulfilment of obligations under capital market regulations, and the liability of company bodies

​​​​​​​​​​​​​​Our experience includes, amongst other things:

  • advice on public offerings (IPOs, SPOs, ABBs) and the listing of shares on the Warsaw Stock Exchange (GPW) and NewConnect
  • advising on tender offers for shares in public companies and structuring acquisitions of public companies
  • representing clients in proceedings before the Polish Financial Supervision Authority (KNF), the National Depository for Securities (KDPW) and the Warsaw Stock Exchange (GPW)
  • drafting and implementing compliance policies and regulations for public companies
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