Newsletter SSW

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Wyrażam zgodę na otrzymywanie informacji o charakterze reklamowym, marketingowym i handlowym jako Newsletter od kancelarii Spaczyński, Szczepaniak i Wspólnicy sp.k. z siedzibą Rondo ONZ 1, 00-124 Warszawa, za pomocą środków komunikacji elektronicznej, zgodnie z ustawą z dnia 18 lipca 2002 roku o świadczeniu usług drogą elektroniczną (Dz.U. z 2013, poz. 1422 t.j.).


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PL / EN / DE / FR

Capital markets

An initial public offering represents a milestone in the development of every business which has taken the decision to trade its shares publically. The legal advisor’s role is to ensure that the preparation and implementation of the processes necessary to introduce the company to the stock exchange trading floor have remained under the Client’s constant control and have resulted in the success of the undertaking. We understand this role and prove this via services we offer our Clients. Furthermore, we advise on various legal aspects of trading securities, derivatives, futures, options and other financial products. We also deal with implementation of the rules of Corporate Governance. We develop incentive schemes for managerial personnel and employees of public companies and support our Clients in the implementation of such schemes. We provide legal assistance in the establishment and functioning of investment fund companies and the funds they manage – including open-end, closed-end, money market, portfolio and securitisation funds.

Key advisory areas

Disclosure requirements of public companies:

  • support for shareholders in evaluation and fulfilment of disclosure requirements
  • advisory services for issuers in the fulfilment of disclosure requirements
  • due diligence of disclosure requirements, workshops for issuers

Public offers and processes for eliminating the dematerialisation of shares (delisting):

  • due diligence and restructuring processes aimed at a public offering
  • development of documentation connected with the offering at the Warsaw Stock Exchange (GPW) or NewConnect
  • support in proceedings conducted by the Warsaw Stock Exchange (GPW), Polish Financial Supervision Authority (KNF) and Central Securities Depository of Poland (KDPW)

M&A transactions in the public market:

  • advisory services in the processes of disposal and acquisition of significant shareholdings
  • support for shareholders and issuers in calls for sale of shares
  • due diligence, negotiations, development of transaction documentation

Creation and servicing of financial institutions:

  • support in financial institution licensing processes
  • establishment of investment funds
  • current servicing of financial institutions, support in the area of compliance

Advisory services concerning derivatives:

  • advisory services in the course of negotiations of agreements concerning derivatives
  • support for creation of option schemes for shareholders and managers
  • representation in disputes concerning exercising of derivatives

Bond issues:

  • comprehensive advisory services in the bond issue process, development of documentation
  • support in the establishment of security, holding the administrator’s function
  • participation in proceedings before the Central Securities Depository of Poland (KDPW) and the Warsaw Stock Exchange (GPW) in connection with Catalyst

Selected projects:

Advisory services with regard to disclosure requirement:

  • Comprehensive support in the observance of disclosure requirements of key shareholders of a company from the construction industry, listed at the Warsaw Stock Exchange (GPW), in connection with the ownership structure pursued by them (shareholding of around PLN 100 million)
  • Development of a memorandum and comprehensive support in fulfilment of disclosure requirements of a key shareholder of a company from the financial industry, listed at the Warsaw Stock Exchange (GPW), in connection with the ownership restructuring pursued by them (shareholding of around PLN 30 million)
  • Support in the fulfilment of disclosure requirements in connection with the capital restructuring process undergone by owners controlling a listed company from the construction industry, the restructuring covered the transfer of a majority shareholding of a listed company and cross-border business combination (shareholding of around PLN 60 million)
  • Support in the fulfilment of disclosure requirements by a listed company from the manufacturing sector, in connection with the process of takeover of a subsidiary by that company (upstream merger)
  • Support in the fulfilment of disclosure requirements by a listed company from the manufacturing sector, including in connection with the process of acquisition of treasury shares from another one of the listed companies and settlement of mutual debt claims
  • Comprehensive support in the fulfilment of disclosure requirements in the process of exercising of management options by managers of one of listed companies creating computer games

Public bids and processes of liquidation of dematerialisation of shares:

  • Representation of a consortium of advisors in the process of privatisation and initial public offering of one of the largest electricity suppliers in Poland, participation in proceedings before the Polish Financial Supervision Authority (KNF)
  • Preparation of a public issue of shares of an energy company under a complicated consolidation of companies (using various techniques, including merger) belonging to one of the largest energy groups in the world, including the introduction of new corporate governance principles, participation in proceedings before the Polish Financial Supervision Authority
  • Participation in proceedings before the Central Securities Depository of Poland (KDPW) with regard to registering shares issued by a leading European company from the alcohol product sector in France in the depository (a company in dual listing at the stock exchange in France – Euronext and in Poland – GPW)
  • Participation in the pioneering process in Poland involving the withdrawal of shares of a foreign company listed at the Warsaw Stock Exchange (GPW) under dual listing, arrangement of the procedure with the Polish Financial Supervision Authority (KNF), Warsaw Stock Exchange (GPW) and Central Securities Depository of Poland (KDPW)
  • Preparation of an issuing prospectus of a company providing comprehensive sales support services, currently listed in the NewConnect market, eventually at the Warsaw Stock Exchange GPW, participation in proceedings before the Polish Financial Supervision Authority

Advisory services for calls to sell shares:

  • Advisory services in the process of issuing calls by a majority shareholder in connection with exceeding the 66% threshold through the acquisition of a controlling interest in a company from the construction sector, and a de-listing call
  • Participation in the process of acquiring bank financing for a client for the purposes of conducting a call to sell shares of a company from the manufacturing industry, listed at the Warsaw Stock Exchange (GPW)
  • Support in conducting calls to sell shares in connection with exceeding the 66% threshold through the acquisition of a controlling interest of a leading company from the installation industry

Establishment and servicing of financial institutions:

  • Support in the establishment of nearly 50 investment funds managed by Polish and foreign investment fund companies
  • Participation in a pioneering project to create an investment fund (target assets of around PLN 500 million) in one of the investment fund companies (using the so-called “white label” formula), for one of the renowned and experienced hedging fund managers in New York and in London
  • Support in the process of licensing a payment institution, development of internal regulations, participation in proceedings before the Polish Financial Supervision Authority (KNF)
  • Preparation of documentation and advisory services in the process of establishing a representative office of a credit institution and a branch of a credit institution
  • Establishment of a closed-end investment fund for a client with joint control of a company from the bottling industry (value of around PLN 600 million), liquidation of the existing closed-end investment fund, development of a concept and support in the process of transferring assets to the new closed-end investment fund
  • Support in the process of licensing a brokerage house, development of internal regulations, preparation of a corporate governance package, participation in proceedings before the Polish Financial Supervision Authority (KNF)
  • Establishment of a closed-end investment fund for clients controlling assets of financial nature (value of around PLN 200 million), participation in the process of preparation of an agreement for the unit-holders in the closed-end investment fund, regulating mutual settlements of clients at the fund level
  • Advisory services for a foreign credit institution with regard to the cross-border brokerage activity in connection with the subscription of bonds of an electricity supplier to cover investment expenses (value of the issue at around PLN 7.3 billion), participation in proceedings before the Polish Financial Supervision Authority (KNF)
  • Establishment of a closed-end investment fund for the purpose of restructuring of the asset portfolio of a co-owner of one of listed companies (value of around PLN 200 million) and support in the transfer of assets in the private equity-type undertaking, co-financed by the National Capital Fund (KFK) to the closed-end investment fund
  • Comprehensive advisory services in the process of transferring the management of a closed-end investment fund from one investment fund company to another investment fund company, participation in negotiations and preparation of an agreement concerning the transfer of management and an agreement on cooperation between the client and the new investment fund company

Advisory services with regard to derivatives:

  • Participation in negotiations and advisory services for a company from the construction industry in the conclusion of a framework agreement for financial market transactions, encompassing the possibility of concluding transactions on derivatives (securing the interests of the professional client)
  • Advisory services in asserting claims of a Swiss bank’s client against one of the largest platforms operating in the FOREX market, situation in the United Kingdom
  • Settlement, loan agreements and a security package in a debt restructuring transaction for a listed company in relation to a Polish bank under derivative instruments (value of around PLN 50 million)
  • Comprehensive support in the process of exercising management options by the managers of one of the companies creating computer games, listed at the Warsaw Stock Exchange (GPW), including in the fulfilment of disclosure requirements
  • Creation of an incentive package encompassing the issue of subscription warrants in a company operating in the construction sector

Bond issue processes:

  • Advisory services in the process of issue of bonds by a leading Polish construction group, encompassing preparation of all necessary documents, negotiations with financial institutions, participation in proceedings before the Central Securities Depository of Poland (KDPW) and the Warsaw Stock Exchange (GPW); the bonds have been introduced for listing at the Catalyst market
  • Advisory services in the process of issue of bonds by a group from the furniture industry (a company listed at the Warsaw Stock Exchange) encompassing the preparation of all necessary documents, including security documents, participation in proceedings before the Central Securities Depository of Poland (KDPW) oraz the Warsaw Stock Exchange (GPW); the bonds have been introduced for listing at the Catalyst market
  • Negotiation of documentation concerning the financing granted by a bank to an energy group, for the issue of bonds, to cover investment expenditures; preparation of a comprehensive syndication of the above financing – value of PLN 7.3 billion
  • Comprehensive legal advisory services in the process of restructuring of debt under corporate bonds issued by a Polish company from the medical device sector – value of around PLN 400 million
  • Legal service for four series of bond issue, together with a security package, with the total value of PLN 40 million, issued by one of the companies managing brands and distributing products
  • Preparation of a concept and implementation of capital restructuring of a company trading in real estate, allowing for the redemption and issue of company bonds listed at the Catalyst market
  • Comprehensive support in the process of issue of bonds by a distributor of FMCG and OTC products, including with regard to security, and then advisory services for the early redemption of those bonds
  • Comprehensive support for a group of companies from a biofuel industry with regard to the issue of corporate bonds, including advisory services concerning bond security established by companies located in different jurisdictions (the security covered first and foremost a German land debt, pledges on shares of German companies, assignment agreements under insurance agreement, subordination agreement)

In the 2017 Chambers Europe ranking, SSW was recognised in the Capital Markets area: Equity.

In the 2016 Legal 500 EMEA ranking, SSW was recognised two categories of the Capital Markets area: Debt and Equity.

In the 2015 Legal 500 EMEA ranking, SSW was recognised two categories of the Capital Markets area: Debt and Equity.

In the 2017 IFLR1000 ranking, SSW was recognised in the Capital Markets area: Debt. In the equity capital markets, the firm advised a leading producer on the functional beverages market in connection with its IPO. On the debt instruments market, the firm was retained by a leading manufacturer of machines and systems used the mining industry to support a bond issue programme. In the Capital Markets sector, Wojciech Szczepaniak and Szymon Okoń were nominated as “leading lawyers”. Wojciech Szczepaniak has been described by clients as “professional, with excellent technical knowledge”, another says he has a “very good understanding of capital markets, clients’ needs and is excellent in his role as co-founder supervising the company”. Szymon Okoń is described as “not only a great lawyer, but also a great financial analyst. He is very professional in every activity and detail”. Another client says that “Szymon Okoń is an excellent lawyer on corporate matters, with deep understanding of capital and financial markets. I would recommend him as a professional.”

In 2016 IFLR1000 ranking, SSW was recognised in the Capital Markets area: Debt.

In 2015 IFLR ranking, SSW was recognised, for the first time, in the Capital Markets area: Debt.