The new laws regulating tenders will complicate the situation of investors holding between 50% and 66% in publicly listed companies (…)

But, under certain circumstances, the new rules may cause difficulty. In the case of a new share issue, if a shareholder takes up new shares pro rata, his percentage stake in the company’s share capital will remain unchanged. Yet there is the risk that not all the shares from the new issue will be taken up, whereupon the new law will apply. If the entire share issue hangs in the balance and the decision of this one shareholder can turn the tide, one can readily picture a situation where the enthusiasm for the issue dampens, in that the costs of additional financing and of buying up the shares of the remaining shareholders enter the equation, Leszek Koziorowski, partner in GESSEL, points out (…)


The full text of this article is available (in Polish) in Dziennik Gazeta Prawna. If you are interested in an English-language version or in discussing the issues raised herein with one of our lawyers, please contact: