Financial penalties for breaching information obligation on the capital market

One of the basic rules on the capital market is providing equal chances for all the investors participating in trading. The rule translates into the need of providing the same knowledge about issuers and financial instruments that are traded on the capital market for all the market participants. In the event of breaching the information obligations on the capital market the Polish Financial Supervision Authority is authorised to impose high administrative penalties upon such a company, and if the information obligation is flagrant, the penalties can also be imposed upon members of the management board of a public company.

Being aware of the risks that exist on the capital market, we have built a team of lawyers who represent our clients before the Polish Financial Supervision Authority and before courts in cases concerning imposition of administrative penalties for breach of information obligations. We offer our assistance to organisations as well as managers governing those organisations.

Scope of assistance

  • consulting services in the field of information obligation on capital markets,
  • proceedings in the scope of imposition of administrative penalties for breach of information obligations on capital markets,
  • proceedings in the scope of imposition of administrative sanctions for breach of a ban on manipulating financial instruments on the capital market.

For whom?

Joint stock companies participating in capital market transactions
Members of management boards of joint stock companies participating in capital market transactions

Experience

Company X is a public company and it also holds 100% of shares in company Y whose only asset is real property. It means that company X is also an indirect owner of the real property owned by company Y. Company Y made an agreement with company Z, under which the real property of company Y was encumbered with mortgage in the amount equal to the real property's value. Information on establishing the collateral was - under the law - the so called confidential information. Company Y informed company X about establishing the mortgage on the real property half a year after it was established. Company X published this information on the same day, immediately after receiving it from company Y. Even though the information was published immediately, the Polish Financial Supervision Authority decided that it was published too late, as the company should have published the information immediately after the event that could constitute confidential information, and not after the day of receiving such information from the daughter company. It is the responsibility of the mother company to establish the relations with the daughet company in such a way that information obligations arisning from the provisions of the law are fulfilled. Company X was punished with a high administrative penalty.

Public company X made a decision on merging with another commercial company Y. As a result of the decision companies X and Y started the process of merger. First, the management boards of companies X and Y expressed their intention of merging the companies in appropriate resolutions, and then they exchanged letters of intent and negotiations concerning the form of the merger started. The due diligence processes were also carried out. As one of the merging companies was a public company, some doubts were raised as to whether the company should publish information on particular stages of the merger process, treating the information as confidential, or whether the confidential information was only the information about finalised merger of two companies. It is assumed that confidential information that is to be published is not only information about finalising the process of company merger, but also information about particular stages of the merger process, on condition, of course, that it meets the characteristics of confidential information in the first place. Therefore, each case requires individual interpretation.

Contact

Łukasz Chmielniak

Attorney at Law, founder of the
Chmielniak Adwokaci law firm

emergency number: +48 606 833 038

24h/7