Bond issues

At Mrowiec Fiałek and Partners, our attorneys have exceptional knowledge and extensive experience in matters related to bond issues and other debt instruments.

Zbigniew Mrowiec, the Partner responsible for this area, is the co-author of the Bond Act of 1995, on which the current Bond Act of 2015 is based.

In addition, as deputy chairman of the Polish Securities and Exchange commission from 2004 to 2005, he directed work on a comprehensive modernisation of capital market regulations in Poland, which improved and updated supervision procedures, liberalised markets, and increased transparency.

Our attorneys have participated in numerous proceedings related to bond issues (in particular corporate bonds). Our experience includes:

  • advising companies issuing bonds (issuers), entities purchasing bonds (bondholders), and investment companies servicing bond issues (including investment firms placing the bonds and issue agents),
  • developing issue documentation in order to introduce bonds, including introducing structured products to trading on the capital market, and representing issuers before public authorities in order to approve the offer documents,
  • advised entities offering foreign financial instruments in Poland, including debt instruments admitted to trading in European Union member states,
  • provided comprehensive legal advice to closed-end investment funds with regard to asset securitisation through bond issue,
  • represented bondholders in court proceedings, including in cases related to bond issuers and in relations with securities administrators.

Our advice covers a wide range of activities related to preparing and conducting issues of bonds and other debt instruments, representing issuers before the Central Securities Depository and the Polish Financial Supervision Authority, and supervising the performance of the obligations specified in the issue terms and conditions. We provide comprehensive legal services covering the entire bond issue process, from analysing whether a bond issue is possible and on what terms, to preparing (or verifying) issue resolutions, verifying legal solutions for establishing the optimal collateral, preparing complete issue documentation, providing legal support during the bond offer (subscription) process, and registering bonds with the Central Securities Depository, to monitoring bond redemption by the issuer.

In addition, we work with courts and notaries to establish the collateral specified in the bond issue terms and conditions. We also work with other entities involved in bond issues, including issuer representatives and advisors, which distribute bond offers among potential bondholders.

Completed projects

  • Telekomunikacja Polska S.A.

    Advising on the issue of USD-denominated bonds by TP S.A. with a total value of USD 1 billion.

  • PKO BP S.A.

    Advising PKO Bank Polski as the manager and placement agent of a public bond program for MCI S.A. with a value of over PLN 150 million.

  • Geo, Mieszkanie i Dom sp. z o.o.

    Advice on two issues of company bonds with a total value of PLN 30 million.

  • Profbud Group

    Advice on three bond issues, including two as part of a programme by Infinity S.A. (part of the Profbud capital group), with a total value of PLN 24 million.

  • Prime Properties Group

    Advice on three issues of company bonds by the Prime Properties Group – two series issued by Constance Development sp.z o.o. as part of a programme and one series issued by Piotrkowska Development sp.z o.o. – with a total value of PLN 21 million.

  • OEX S.A.

    Advice on the bond issue program and the issue of series A bonds with the participation of Alior Bank S.A., with a value of PLN 20 million.

  • Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange)

    Advice on a bond issue to finance the acquisition of Towarowa Giełda Energii (the Polish Power Exchange) by the WSE.

  • Mota-Engil Real Estate Management sp. z o.o.

    Advising a property development company on the private issue of corporate bonds. We participated in the preparation of the bond issue terms and conditions and prepared and negotiated the issue collateral documents. The company obtained PLN 15 million from the bond issue.

  • Ipopema Securities S.A.

    Advice on the issue of 10-year bonds by Bank Pocztowy S.A.

  • TXM S.A.

    Advice on restructuring convertible bonds in arrangement proceedings.


Awards and rankings

The highest quality of services provided by the lawyers of the capital markets team has been repeatedly appreciated by professional publications and rankings as well as industry organizations.

  • IFLR1000
  • Legal 500
  • Chambers Europe
  • Chambers Global
  • PSIK
  • MergerMarket
  • CEE Mergers and Acquisitions

In the IFLR1000 2021 ranking, Mrowiec Fiałek and Partners were awarded in the field of M&A practice. Partners Zbigniew Mrowiec and Mirosław Fiałek were distinguished as “Highly Regarded” in their fields (Capital Markets and M&A).

In the IFLR1000 2019 ranking, Mrowiec Fiałek and Partners were awarded in the field of M&A practice. Partners Zbigniew Mrowiec and Mirosław Fiałek were distinguished as “Highly Regarded” in their fields (Capital Markets and M&A).

In the IFLR1000 2019 ranking, Mrowiec Fiałek and Partners were awarded in the field of M&A practice. Partners Zbigniew Mrowiec and Mirosław Fiałek were distinguished as “Highly Regarded” in their fields (Capital Markets and M&A).

In the IFLR1000 2018 ranking, Mrowiec Fiałek and Partners were awarded in the field of M&A practice. Partners Zbigniew Mrowiec and Mirosław Fiałek were distinguished as “Highly Regarded” in their fields (Capital Markets and M&A).

In the IFLR1000 2016 ranking, Partner Zbigniew Mrowiec was distinguished as “Highly Regarded” in Capital Markets practice.

In the IFLR1000 2014 ranking, Partner Zbigniew Mrowiec was distinguished as “Highly Regarded” in Capital Markets practice.

In the IFLR1000 2013 ranking, Partner Zbigniew Mrowiec was distinguished as “Highly Regarded” in Capital Markets practice. Clients expressed their satisfaction with the quality of services provided by Zbigniew Mrowiec and the team he runs at Allen & Overy. According to the ranking, “the team is among the 4-5 leading players in Poland – they certainly provide excellent quality, while also taking into account value for money.”

In the IFLR1000 2011 ranking, Partner Zbigniew Mrowiec was distinguished as a “Leading Lawyer” in Capital Markets practice.

In the Legal 500 2019 ranking, Mrowiec Fiałek and Partners were awarded in the field of Commercial, Corporate and M&A practice. Partner Zbigniew Mrowiec was distinguished as a “Leading Individual” in the field of Capital Markets: Equity.

In the Legal 500 2018 ranking, Mrowiec Fiałek and Partners were awarded in the field of Commercial, Corporate and M&A practice. Partner Zbigniew Mrowiec was distinguished as a “Leading Individual” in the field of Capital Markets: Equity.

In the Legal 500 2017 ranking, Mrowiec Fiałek and Partners were awarded in the field of Commercial, Corporate and M&A and Capital Markets practice. Partner Zbigniew Mrowiec was distinguished as a “Leading Individual” in the field of Capital Markets: Equity.

In the Legal 500 2016 ranking, Mrowiec Fiałek and Partners were awarded in the field of Commercial, Corporate and M&A and Capital Markets practice. Partner Zbigniew Mrowiec was distinguished as a “Leading Individual” in the field of Capital Markets: Equity.

In the Legal 500 2015 ranking, Partner Zbigniew Mrowiec was distinguished as a “Leading Individual” in the field of Capital Markets: Equity.

In the Legal 500 2014 ranking, Partner Zbigniew Mrowiec was distinguished as a “Leading Individual” in the field of Capital Markets: Equity.

In the Legal 500 2013 ranking, Partner Zbigniew Mrowiec was named in the area of Capital Markets practice “as head of the capital markets team at Allen & Overy, where he advised financial institutions in connection with the share issue, with subscription rights, of Globe Trade Centre S.A., and advised the Warsaw Stock Exchange in connection with a public bond issue.” Clients indicated Zbigniew Mrowiec as a “brilliant lawyer.”

In the Legal 500 2012 ranking, Partner Zbigniew Mrowiec was distinguished in the area of Capital Markets practice “for the quality of legal advice, project management, and knowledge of the regulatory environment.”

In the Legal 500 2011 ranking, Partner Zbigniew Mrowiec was awarded in the field of Capital Markets practice. Working with the law firm Allen & Overy, he “represented investment banks, Order Book Managers and Transaction Co-Managers in connection with the issue of shares, with subscription rights, by PKO Bank Polski.”

In the Chambers Europe 2014 ranking, Partner Zbigniew Mrowiec was awarded in the field of Capital Markets practice. According to the ranking, “he has earned an enviable reputation for his capital markets skills and has been recommended by clients and other lawyers alike.”

In the Chambers Europe 2013 ranking, Partner Mirosław Fiałek was distinguished as “Up and Coming” in the field of Private Equity practice and was identified as “further building his reputation on the private equity market.”

In the Chambers Europe 2012 ranking, Partner Zbigniew Mrowiec was awarded in the field of Capital Markets practice as “an excellent advisor in the field of capital markets – extremely competent and with extremely extensive knowledge.” Partner Mirosław Fiałek was distinguished as “Up and Coming” in the area of Private Equity practice and was identified as “a lawyer valued both for his particular attention to detail and the ability to see the full picture of the situation” and as “one of the most promising lawyers in the field of private equity in Poland.”

In the Chambers Europe 2011 ranking, Partner Zbigniew Mrowiec was distinguished as a leading legal advisor on the capital market in the area of Capital Markets practice. According to the ranking, he “is an extremely experienced expert with a wealth of knowledge.”

In the Chambers Europe 2009 ranking, Partner Zbigniew Mrowiec was awarded as a leading attorney in the field of Capital Markets practice.

In the Chambers Europe 2008 ranking, Partner Zbigniew Mrowiec was awarded as a leading attorney in the field of Capital Markets practice. According to the ranking, “other lawyers mention his experience and his in-depth knowledge of the functioning of the Polish Financial Supervision Authority, which he gained while working at the institution.”

In the Chambers Global 2013 ranking, Partner Zbigniew Mrowiec was recognised in the area of Capital Markets practice as the head of the capital markets team at Allen & Overy. According to the ranking, he “has fantastic experience and knowledge.”

In the Chambers Global 2012 ranking, Partner Zbigniew Mrowiec was awarded in the field of Capital Markets practice as “an excellent advisor in the field of capital markets – extremely competent and with extremely extensive knowledge.”

The Private Equity practice, led by Partner Miroslaw Fiałek, was a finalist in the “legal advisor” category of the PSIK Awards competition, organised by the Polish Private Equity and Venture Capital Association. The law firm was among the four law firms in Poland that were nominated.

In 2019, the Partner Mirosław Fiałek was classified as one of the most active lawyers in the field of M&A practice in the entire CEE region.

In 2018, Mrowiec Fiałek and Partners were recognised as the best boutique law firm of the year, receiving an award at the CEE Mergers and Acquisitions Awards 2018.

  • 2021
  • 2020
  • 2019
  • 2018
  • 2016
  • 2014
  • 2013
  • 2011
  • 2019
  • 2018
  • 2017
  • 2016
  • 2015
  • 2014
  • 2013
  • 2012
  • 2011
  • 2014
  • 2013
  • 2012
  • 2011
  • 2009
  • 2008
  • 2013
  • 2012
  • 2020
  • 2019
  • 2018
Practices
  1. 01. Mergers and acquisitions
  2. 02. Private equity, venture capital
  3. 03. Acquiring an investor
  4. 04. Share offers
  5. 05. Bond issues
  6. 06. Due diligence
  7. 07. Restructuring
  8. 08. Real estate
  9. 09. Collateral administration
  10. 10. Investment funds
  11. 11. Acquisitions, capital market transactions
  12. 12. Regulatory advice
  13. 13. Dispute resolution
  14. 14. Obtaining financing
  15. 15. Corporate law
  16. 16. Competition law
  17. 17. Manager option programs
  18. 18. Labour law
  19. 19. Intellectual property
  20. 20. Personal data protection