Introduction

In Poland, there is no separate regulation exclusively governing takeovers. Polish capital market legislation is divided between three, strictly connected, acts: (i) the Act of 29 July 2005 on Public Offering, conditions governing the introduction of financial instruments to organised trading and public companies (the ‘Act on Public Offering’ or the ‘Act’); (ii) the Law of 29 July 2005 on Trading in Financial Instruments (the ‘Law on Trading in Financial Instruments’); and (iii) the Law of 29 July 2005 on Capital Market Supervision (the ‘Law on Capital Market Supervision’).

The main part of the regulations regarding takeover bids, implementing the Takeover Directive, is included in the Act on Public Offering. The Takeover Directive was partially implemented in 2005; the full implementation is to be performed by amending the Act on Public Offering, dated 4 September 2008. As we write, due to certain doubts regarding part of the complementary amendment to the Law on Trading in Financial Instruments, the amendment to the Act on Public Offering has not yet been published, and, consequently, has not yet come into force. In this report we describe the legal status resulting from the amended law. It is necessary, however, to take into account that it is not in force at the moment of preparing this report.

The Act on Public Offering was further implemented by a decree of the Ministry of Finance of 19 October 2005 on the standard form of tender offers for acquiring or exchanging shares in a public company, setting out a detailed procedure for announcing tender offers and the terms and conditions governing the acquisition of shares in tender offers (the ‘Takeover Decree’ or ‘Decree’).