The 8th Listed Companies Lawyers’ Congress organised by the Polish Association of Listed Companies (SEG) was held in Jachranka between 28 February and 1 March 2017. GESSEL was a partner of this event.

The first day of the congress featured lectures about the most important regulatory changes and the role of legal counsel in ensuring safety and stability of a public company’s day-to-day operations. The participants also engaged in a simulated general meeting of the hypothetical Zwykła Spółka SA; in this context, Leszek Koziorowski, partner in GESSEL, presented the recent legislative changes concerning members of the audit committee (as well as serving as the proxy of a shareholder in the fictional Zwykła Spółka).

The object of this simulated general meeting lay in presenting some of the issues which may potentially arise in the course of an actual general meeting with respect to change of the agenda, appointment of the general meeting’s chairperson, admission to participation of shareholders whose voting rights may have been affected by failure to provide timely notice of the meeting in connection with an indirect State Treasury stake, modification of proposed amendments to the company’s articles as first proposed in the announcement of the general meeting, and amendments to the original draft resolution concerning increase of the company’s share capital.

The second day of the Congress was devoted to thematic workshops involving the GESSEL lawyers Krzysztof Marczuk and Magdalena Szeplik, who led an exercise on “Market Studies”, focusing on matters which issuers and investors ought to bear in mind as they embark on M&A transactions and seek to raise capital.

In this connection, the new concept of market research introduced by the Market Abuse Regulation is of especial relevance to issuers planning to source financing from new share or bond issues, to shareholders wishing to sell their shares, and to financial institutions working on their behalf. This is a highly formalised procedure associated with duties – described by some as onerous – incumbent upon entities publicising information about the planned transaction as well as the recipients of such information. If compliance with these stringent rules is ensured, however, the entities in question benefit from a “safe haven” and are protected against charges of unlawful disclosure of confidential information.

During the workshop, Krzysztof Marczuk and Magdalena Szeplik explained the basic concept of the market study, the pertinent ESMA guidelines, and the requisite documents and actions.

The SEG Congress is an annual event addressed to representatives of companies assembled within the Polish Association of Listed Companies – directors, in-house counsel, and investor relations and shareholder oversight officers.