Capital market: Financing / investment funds / IPOs

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List of competencies:

What we do

1. Legal services for raising finance

We analyse the Client’s financing needs and recommend the optimal legal formula.
Our consultancy covers the entire process of obtaining financing – from the initial stage (NDA, letters of intent, Term Sheet) to the preparation and negotiation of the main agreement (loan agreements, bond issue terms, equity or mezzanine financing)
We support the Client at the stage of fulfilment of conditions at the initial as well as at the post-closing stage, including the fulfilment of obligations under the transaction documentation and collateral documentation.

2. Funds

We analyse the Client’s needs and recommend the optimal legal formula for the legal structure.
We create investment funds and alternative investment companies under both Polish and foreign law (Maltese, Luxembourg, Cypriot), including cooperation with entities licensed in Poland and other jurisdictions providing services necessary for the functioning of ASI/AFIs (depositaries, administrators, valuation entities).
We set up securitisation funds and companies and prepare issue documentation to raise funds from investors.
We obtain the necessary approvals and permits or registrations, including for the outsourcing of management services.
We prepare the legal documentation of the issuance to investors.
We provide support in the day-to-day operation of the ASI/AFI, including compliance with regulatory obligations.

3. Public trading in securities / IPOs / Delisting

We agree with the shareholders of the companies on the objectives of the IPO, propose an optimal model for the ownership structure, and carry out optimising restructuring processes.
We provide a comprehensive legal advisory service for entities introducing financial instruments, including structured products (shares, bonds), public trading of securities on regulated and non-regulated markets
We prepare and manage company data when preparing to become a public company (Virtual Data Room – VDR) for internal due diligence and prospectus preparation by the Company and other advisors.
We provide support in the implementation of the principles of the Code of Best Practice for WSE Listed Companies (also through the preparation of internal regulations, e.g. rules on the protection of confidential information and professional secrecy, agreement of specific rights and obligations of shareholders of a public company).
We coordinate the work of all advisers to the company whose shares are to be publicly traded.
We support the company’s management board and shareholders in the selection of other advisors (auditor, investment firm) who prepare the comprehensive IPO documentation (including the prospectus) and conclude appropriate agreements with them.
We are responsible for drafting the prospectus or the information memorandum – we prepare the legal sections of these documents and support the company’s management board and other advisors in drafting the other elements of the prospectus / memorandum.
We represent companies in proceedings conducted by the Polish Financial Supervision Authority, as well as in relations with the WSE (Warsaw Stock Exchange) and the KDPW (National Depository of Securities).
We support companies in the preparation of internal regulations relating to the disclosure obligations of public companies, and in the ongoing implementation of these obligations.
We provide comprehensive advice to shareholders and management boards of public companies in the processes of acquiring significant blocks of shares and fulfilling related disclosure obligations, in particular in the processes of calls for sale/exchange of shares.
We provide comprehensive advice to shareholders and management boards of public companies in the delisting processes of public companies, including preparation and conduct of tender offers, preparation of resolutions of general meetings and other company bodies, representation in proceedings before the KNF (Polish Financial Supervision Authority), the WSE and the KDPW (National Depository of Securities).aimed at delisting the company.
We represent companies in proceedings before the National Court Registry in all types of proceedings related to the registration of share capital increases in IPO processes, share capital reductions in share repurchase processes, and other changes to the basic documents of companies.

How we work

In financing transactions, we focus first on selecting the optimal legal formula for obtaining the financing, particularly taking into account tax and regulatory issues. We recommend optimal collateral formulas. We are assisted in selecting the best financing structure by our experience and contacts with industry players from other jurisdictions, keeping us abreast of the latest solutions available. Thanks to our experience, we can comprehensively prepare and implement a given structure

Professional experience

Since its inception, our Law Firm has also been strongly associated with the capital market, providing legal services to all types of entities operating on this market. The WSE (Warsaw Stock Exchange) has awarded us the title of “Primary Market Leader”. We have worked on fifty IPO processes, and we have also supported companies and majority shareholders in share buybacks and delistings, including using the company’s own financing.

Our experience includes providing legal advice on raising finance, whether equity, mezzanine or debt financing. We have worked with numerous venture capital, private equity and business angel funds, developing holistic investment models, participating in the preparation and negotiation of investment or joint venture agreements. We have prepared the processes of dozens of bond issues – both private (including those carried out under foreign law) and public ones launched on the Catalyst market. We also support our Clients in obtaining bank investment financing by participating in the negotiation of loan documentation.

For many years we have been working with one of Poland’s leading TFIs in servicing dozens of closed-end non-public asset investment funds (FIZANs), specialising in the development and implementation of dedicated and alternative fund models. Our experience includes both funds created under Polish law and foreign funds, both unregulated and regulated funds (such as Luxembourg RAIF, SIF, SICAR, SICAV, Maltese PIF). We also have experience in developing and implementing debt securitisation models using securitisation funds or foreign securitisation companies.

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