Best Equity Capital Markets Lawyers in Borki

About Equity Capital Markets Law in Borki, Poland

Equity Capital Markets (ECM) law in Borki, Poland covers the legal framework that governs the issuance, sale, listing and ongoing regulation of equity securities - such as shares - issued by companies. While Borki is a local community, most ECM matters in Poland are governed by national law and European Union rules. Key areas include the rules on public offerings and prospectuses, corporate governance and shareholder rights, market abuse and insider trading, disclosure and reporting obligations, listing and trading on regulated markets and alternative markets, and the supervision exercised by Polish regulatory authorities. Companies based in Borki seeking to raise equity capital will typically work with local counsel, auditors and intermediaries while complying with national and EU requirements.

Why You May Need a Lawyer

You may need an ECM lawyer in the following common situations -

- Preparing for a public offering, listing or admission to trading on a regulated market or alternative trading platform -

- Drafting or reviewing prospectuses, offering memoranda, or information documents to ensure regulatory compliance -

- Structuring private placements, rights issues, pre-IPO rounds, or secondary offerings -

- Conducting legal due diligence in advance of a capital raise, merger or acquisition involving equity instruments -

- Advising on corporate governance changes, share capital increases, share classes, stock option plans and incentive arrangements for management and employees -

- Handling issues related to insider trading, market abuse, disclosure obligations and communications with the market -

- Representing companies, boards or shareholders in disputes over valuations, minority rights, shareholder agreements or squeeze-outs -

- Navigating cross-border transactions where foreign investors or foreign law issues are involved -

ECM transactions are complex and mistakes can lead to regulatory sanctions, civil liability and reputational harm. A lawyer helps reduce legal, regulatory and commercial risks and ensures that documentation and processes meet Polish and EU standards.

Local Laws Overview

Key legal and regulatory elements that are particularly relevant to ECM in Borki and across Poland include -

- Public Offering Law and Prospectus Requirements - The Act on Public Offering and the EU Prospectus Regulation set out when a prospectus is required for public offers and admissions to trading. Prospectuses generally require approval by the Polish Financial Supervision Authority - Komisja Nadzoru Finansowego (KNF) - unless an exemption applies under EU rules.

- Corporate Law - The Polish Commercial Companies Code (Kodeks spolek handlowych) governs company types, share capital, shareholder meetings, board duties and corporate actions such as capital increases or reductions. Different company forms - such as a joint-stock company (spolki akcyjne) and limited liability company (spolki z ograniczona odpowiedzialnoscia) - have different rules for issuing shares.

- Market Conduct Rules - EU Market Abuse Regulation (MAR) and Polish implementing rules prohibit insider trading and market manipulation, and impose disclosure duties for insiders and issuers.

- Listing and Trading - The Warsaw Stock Exchange (Gielda Papierow Wartosciowych - GPW) is the main regulated market in Poland. GPW also operates NewConnect - an alternative market for smaller or high-growth companies. Admission rules and ongoing reporting obligations differ by market.

- Supervision and Registration - The KNF supervises capital markets, financial intermediaries and prospectuses. The National Court Register (Krajowy Rejestr Sadowy - KRS) records company details and filings. The Central Securities Depository (Krajowy Depozyt Papierow Wartosciowych - KDPW) handles settlement and registry services.

- Disclosure and Financial Reporting - Public companies must comply with statutory accounting and periodic reporting obligations, including interim and annual financial statements, and immediate disclosure of price-sensitive information.

- Taxes and Securities Law - Tax consequences of equity issuances, dividends and capital gains are relevant and require coordination with tax advisors. Securities-related rules and regulations govern custody, transfer and settlement of shares.

Frequently Asked Questions

What counts as a public offering in Poland and when is a prospectus required?

A public offering generally means any communication that invites the public to purchase securities. Under the EU Prospectus Regulation and Polish implementing rules, a prospectus approved by the KNF is required when securities are offered to the public or admitted to trading on a regulated market, unless an exemption applies - for example small offers below a threshold, offers to qualified investors only, or certain employee share plans. Drafting and approval of a prospectus is a technical process and usually requires coordinated input from lawyers, auditors and advisers.

Can a company in Borki list its shares on the Warsaw Stock Exchange or NewConnect?

Yes. Companies incorporated in Poland can apply to list on the Warsaw Stock Exchange (GPW) or seek admission to NewConnect for smaller growth companies. Each market has its own admission criteria, governance standards and disclosure obligations. Preparations typically include corporate restructuring, audited financial statements, a prospectus or information document, and compliance with listing rules.

What are the main insider trading and market abuse obligations?

Issuers and their insiders must avoid trading on inside information and must not manipulate the market. Material, non-public information that could affect an investor's decision is classified as inside information. Public companies must have procedures to identify insiders, control access to inside information, and publicly disclose price-sensitive facts promptly. Breaches can lead to criminal, administrative and civil consequences.

How long does it take to prepare for an initial public offering?

Timelines vary widely depending on company size, preparedness and complexity. For a company already well organized, an IPO process including due diligence, drafting of the prospectus, audits and regulatory approval can take several months - typically three to six months or more. Smaller or less-prepared companies should expect a longer preparation period to address governance, accounting and compliance gaps.

What costs should I expect when raising equity in Poland?

Costs depend on the transaction type and size. Typical cost items include legal fees, audit and accounting fees, prospectus drafting and translation, underwriting or placement fees, listing fees charged by the exchange, regulatory filing fees, and advisory fees. For smaller private placements costs are lower, but public offerings and listings have material fixed costs that must be factored into the financing plan.

Are there exemptions for small offers or private placements?

Yes. The Prospectus Regulation and Polish rules include exemptions from the prospectus requirement - for example offers to fewer than a specified number of investors, offers to qualified investors only, offers below certain monetary thresholds, and employee share schemes. Even if a prospectus is not required, other securities and corporate laws still apply and legal advice is recommended to confirm applicable exemptions.

What corporate steps are needed to increase share capital or issue new shares?

Capital increases typically require corporate resolutions by the general meeting of shareholders, amendments to the articles of association, registration with the National Court Register (KRS), and compliance with pre-emption rights of existing shareholders unless waived. Public companies face additional procedural and disclosure requirements. Lawyers assist in drafting resolutions, managing shareholder consent, and ensuring proper registration and filings.

How are shareholder rights protected in Poland?

Shareholder rights are protected by the Commercial Companies Code and related regulations. Minority shareholders have rights to information, to call meetings in certain circumstances, and to challenge resolutions at court. Certain thresholds trigger special protections - for example when major corporate changes are proposed. Shareholders may also pursue remedies for unfair prejudice or breaches of fiduciary duties.

Do I need to translate documents into Polish for an offering?

Polish is generally required for official communications with Polish regulators and for documentation filed in Poland. Prospectuses, company documents and major investor materials are typically prepared or translated into Polish. For cross-border offers, dual-language documentation may be used to satisfy both local regulatory requirements and international investor needs.

How do I find a qualified ECM lawyer or advisor in or near Borki?

Look for lawyers or firms with specific experience in capital markets, securities law and listings. Check professional qualifications, examples of past transactions, and membership in relevant professional bodies. Because national regulators, exchanges and financial intermediaries are often based in larger cities, many Borki companies engage firms located in regional centers or Warsaw. Ask for conflict checks, clear fee arrangements and references, and consider working with a team that includes tax, accounting and corporate governance advisers.

Additional Resources

When seeking further information or regulatory guidance, the following Polish bodies and institutions are commonly relevant -

- Polish Financial Supervision Authority - Komisja Nadzoru Finansowego (KNF) - supervises prospectuses, market conduct and regulated entities -

- Warsaw Stock Exchange - Gielda Papierow Wartosciowych (GPW) - main regulated market and NewConnect for smaller issuers -

- Central Securities Depository - Krajowy Depozyt Papierow Wartosciowych (KDPW) - handles settlement and custodial matters -

- Ministry of Finance - responsible for financial market regulation and tax policy -

- National Court Register - Krajowy Rejestr Sadowy (KRS) - registers companies and public filings -

- National Bar Associations and Chambers - to find licensed lawyers and legal advisors -

- European bodies such as the European Securities and Markets Authority - ESMA - for EU rules that apply in Poland -

These organizations provide regulatory information, filing procedures and official guidance. For practical transaction work, contact experienced local lawyers, auditors and financial advisers.

Next Steps

If you need legal assistance with an equity capital transaction in Borki -

- Gather basic documents - corporate charters, shareholder registers, latest financial statements and board minutes - these will be needed for any initial advice or due diligence -

- Arrange an initial consultation - choose a lawyer with ECM experience and discuss objectives, timing, likely regulatory requirements, and estimated costs -

- Conduct a legal and financial review - allow the lawyer and auditors to identify gaps in governance, reporting and compliance that must be addressed before a public or private raise -

- Agree on scope and fees - sign an engagement letter that sets out services, timelines, fees and conflict checks -

- Plan the transaction - develop a timeline, identify required filings and approvals, prepare offering documents and communications, and coordinate with banks, auditors and the exchange if listing is intended -

- Stay informed and responsive - capital markets transactions require timely decisions, accurate disclosures and close coordination with advisers and regulators -

Working with experienced counsel early reduces risk and helps ensure that your equity capital project proceeds efficiently and in compliance with Polish and EU rules.