Capital market transactions, share offers

At MFW Fiałek, our attorneys have exceptional knowledge and extensive experience in advising clients on acquisitions and other capital market transactions.

Our attorneys have completed numerous transactions that were innovative on the Polish market, including:

  • the first acquisition of a company on the Warsaw Stock Exchange (WSE),
  • the first hostile takeover,
  • the first delisting of a company’s shares.

The law firm specialises in conducting capital market transactions, including:

  • acquisitions of listed companies,
  • calls to subscribe for the sale or exchange of shares in public companies,
  • transactions to acquire significant blocks of shares in public companies,
  • processes for selling large blocks of shares,
  • accelerated bookbuilding (ABB) transactions,
  • mergers, divisions, and restructuring of capital groups which include listed companies, or transactions with listed companies,
  • delistings, public to private transactions (P2P).

MFW’s lawyers have unique expertise and extensive experience in advising on the matters related to trading in securities and other financial instruments.

Our expertise and experience include, among others:

  • structuring transactions, including the first-ever ones on the Polish capital market,
  • preparing and carrying out private placements and public offerings of securities, including initial public offerings (IPOs), with the admission of these securities to trading and procuring the dual listings,
  • conducting the due diligence reviews of the issuers to identify the areas that may need to be brought into compliance with the applicable laws and regulations before the listing or public offering of the shares,
  • drafting prospectuses, information memoranda and other offering documents,
  • drafting and negotiating the agreements related to share offers, issue placement agreements and underwriting agreements,
  • advising the issuers on fulfilling their disclosure obligations (preparing the company to performing its disclosure obligations as well as ongoing cooperation in this respect), including drafting the internal regulations and providing ongoing advice in this respect,
  • providing comprehensive advice regarding the issuer’s status as a public company (listed company), including on inside information reporting; and
  • advising on corporate governance, including drafting and updating the internal regulations and providing ongoing support in this respect.

Completed projects

  • Work Service S.A.

    Advice on acquiring a foreign investor, including preparing the transaction structure, conducting negotiations, and preparing and signing a conditional investment agreement with Gi International S.R.L.

  • Ceramika Nowa Gala S.A.

    Advice in the process of reviewing strategic options and in negotiations with the Investor – Cerrad sp.z o.o., as well as in the process of taking over Ceramika Nowa Gala by Cerrad.

  • ZAP Sznajder Batterien S.A.

    Advice on acquiring 100% of shares in NEF Battery Holding S.à r.l., the majority shareholder in Orzeł Biały S.A.

  • Enterprise Investors

    Advice on the acquisition of the Skarbiec TFI fund.

  • Private investor

    Advice on the sale of a company listed on the WSE to a strategic investor.

Practices
  1. 01. Mergers and acquisitions
  2. 02. Private equity, venture capital
  3. 03. Acquiring an investor
  4. 04. Family Foundation
  5. 05. Bonds issues
  6. 06. Due diligence
  7. 07. Real estate and investment process
  8. 08. Capital market transactions, share offers
  9. 09. Collateral administration
  10. 10. Investment funds
  11. 11. Regulatory advice
  12. 12. Corporate law
  13. 13. Restructuring
  14. 14. Obtaining finance
  15. 15. Dispute resolution
  16. 16. Competition law
  17. 17. Manager option programs
  18. 18. Labour law
  19. 19. Intellectual property
  20. 20. Personal data protection