Areas of practice

Entities from all branches of business can look to GESSEL for comprehensive legal advice on capital market transactions, day-to-day company and commercial law advice, litigation support (before the general courts as well as in administrative proceedings), and on obtainment of regulatory licences, permits etc. In particular, we provide advice on / to:

  • Obtainment of equity financing and debt financing by way of issue of financial instruments (bonds, shares, convertible bonds) in transactions on the public and private markets in Poland and, in selected aspects, also on international markets;
  • Preparations for public listing on the main floor and on the NewConnect or Catalyst alternative trading systems of the Warsaw Stock Exchange, performing due diligence in preparation of the contemplated public offering or private placement, providing support in drafting of the requisite documentation (first and foremost the issue prospectus), and helping clients to address accounting, operational, financial, and business issues; we advise on any corporate restructuring needed from the perspective of the capital markets and of investors;
  • Transactions for sale or purchase of large blocks of shares in publicly listed companies, including public tenders for purchase of shares and ABB and OTC transactions; we support publicly listed companies on all aspects of contemplated or ongoing take-overs, including disclosure in the context of due diligence and communication with the market;
  • Publicly listed companies on various capital transactions and operations, in particular secondary public offerings, subscription warrant issues, and private share placements as well as share buy-backs (scheduled and otherwise), extraordinary dividend distributions, share redemptions, share capital reductions and share fusions;
  • Day-to-day corporate law services for companies, including publicly listed ones, as well as advising on transformations, mergers and demergers and creation of holding structures;
  • Companies listed on the main floor and on the NewConnect or Catalyst alternative trading systems of the Warsaw Stock Exchange on discharge of information duties under the Market Abuse Regulation as well as under applicable domestic legislation and the rules of the relevant market, also in terms of potential personal liability of directors, managers, and members of supervisory bodies;  
  • Corporate disputes and on defence against hostile take-over bids;
  • Shifting shares listed in the NewConnect system to the main floor, on delisting and on reversing share dematerialisation, and on all proceedings before the National Securities Deposit and the Board of the Warsaw Stock Exchange;
  • Investment banks and investment houses on all aspects of their involvement with the securities markets, in particular on negotiation of issue agreements, agency agreements, underwriting agreements, and share placement and stabilisation arrangements;  
  • Creation of incentive schemes for managers, in particular ones employing issue of shares, subscription warrants, or bonds with priority rights in the context of conditional share capital increases;
  • Investment companies, firms, and investment fund associations on regulatory matters, e.g. in the context of establishment and operation of investment funds, obtainment of new permits, or expanding the scope of permits already held;
  • Clients on, and represent them in, all administrative proceedings before the Polish Financial Supervision Authority;
  • Litigation before the general courts insofar as it concerns securities and the capital markets – also in administrative and criminal proceedings.

GESSEL’s capital markets practice is led by Leszek Koziorowski, partner and by Krzysztof Marczuk, partner.

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