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GESSEL is once again joining the Polish Association of Listed Companies (SEG) in organisation of the Congress of Listed Companies Lawyers; the tenth edition of this event will be held on 5-6 March in Jachranka. The topics discussed this year will include changes in the corporate sphere, new challenges for legal advisers of securities issuers, and management of regulatory risks; we will also hold a simulated General Meeting of the hypothetical XYZ plc., which has become a fixture of successive iterations of the CongressThe first day of the event will feature two thematic blocs, focusing on legal risks for issuers and for their individual directors and new regulatory challenges.

(...) The first plenary session will discuss issues such as the publicly listed company and the potential for criminality (paradox - reality - criminal compliance), minimising risk for the company and its governing bodies in the context of new tax and legal regulations, consequences entailed for issuers by the changes to the regulatory regime, new duties of the National Securities Depository, and the exit tax in the context of complex shareholding structures. (...)

The focus of the second plenary session will be primarily on employee capital plans at publicly traded companies (from the perspective of the employer’s duties), cybersecurity in the context of the Network and Information Systems Directive, and trends in acquisition transactions (including ones with a real estate element). The attendees will also discuss possible future formulas for the General Meeting of a joint stock company – whether it is necessary to insist on a physical, as opposed to virtual, session, whether all decisions must be adopted by the shareholders at the same point in time, and the attendant technological and legal issues (...)

The first day of the Congress will conclude with a General Meeting simulation. 

The second day of the Congress will be devoted to practical workshops dealing with:

  • The role of counsel in managing risk associated with an M&A transaction;
  • Successful post-acquisition integration;
  • Compliance procedures as a means of mitigating the risk of criminal liability of a collective entity;
  • Management of selected risks in the realm of intellectual property – between the trademark and the industrial design;
  • Capital injection for a publicly listed company without an issue prospectus in light of the new regulations – fast and easy;
  • Practical relations between the Management Board on the one hand and the governing bodies of affiliated companies on the other – limiting legal and tax risks;
  • Trends in acquisition transactions, including ones with a real estate element.

In light of current market realities, any idea to grow a business or to implement a strategic project comes up against the question of financing. One solution is presented in a capital injection via increase of the company’s share capital. It should be borne in mind, however, that this generally entails a formalised – and, all too often, time-consuming – process of securing approval for the issue prospectus from the supervisory authority. One of the Congress workshops will present expeditious and inexpensive means for injecting capital into a publicly listed company in accordance with the prospectus regulation which will come into force in July 2019, Julia Trzmielewska, trainee attorney at GESSEL, promises (...)

The Congress of Listed Companies Lawyers is organised by the Polish Association of Listed Companies (SEG), with Unicomp-WZA as Technological Partner; the National Securities Depository (KDPW) and PKO TFI as Institutional Partners; and Baker McKenzie, CRIDO, GESSEL, JARA DRAPAŁA & PARTNERS, KMG.Legal, Kochański i Partnerzy, and Wardyński i Wspólnicy as Partners.

The full article (in Polish) is available at: manager.inwestycje.pl