Share offers

At Mrowiec Fiałek and Partners, our attorneys have exceptional knowledge and extensive experience in advising clients on trading securities and other financial instruments.

Our team responsible for public offerings and stock exchange transactions is led by Zbigniew Mrowiec, a co-author of the current capital market regulations in Poland and a co-creator of the Polish Securities and Exchange Commission.

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 completed numerous transactions that were innovative on the Polish market, including:

  • the first takeover on the WSE and the first hostile takeover,
  • the first parallel listing of securities of a foreign issuer on the WSE and another stock exchange in the EU,
  • the fourth IPO in the EU in which the competent regulator (the Cypriot SEC) transferred its power to approve the prospectus to the regulator competent for the location of the public offering and for the stock exchange listing the company’s shares (the Polish FSA),
  • the first delisting of a company’s shares.

Our experience and competences include:

  • structuring transactions, including transactions that were the first of their kind on the Polish capital market,
  • preparing and conducting public and private offerings of securities, including initial public offerings of shares (IPO), including dual listings,
  • preparing prospectuses, memoranda, and other offer documents, as well as informational documents,
  • preparation and negotiating agreements related to share offers, offer placement, and underwriting,
  • advice on information obligations (preparing the company to fulfil its information obligations, as well as ongoing support in this area), including preparing draft internal regulations and providing ongoing advice and support,
  • comprehensive advice regarding the status of a public company (listed company),
  • advice on corporate governance, including preparation draft internal regulations and providing ongoing advice and support.

Completed projects

  • Polski Holding Nieruchomości S.A.

    Advice regarding an increase in the share capital and the issuance of series E shares addressed to the State Treasury and paid for with a non-cash contribution in the form of shares in Centrum Biurowe Plac Grunwaldzki S.A. and Przedsiębiorstwo Budownictwa Przemysłowego “Chemobudowa-Kraków” S.A.

  • Redan S.A.

    Advice on obtaining financing and recapitalising the subsidiary TXM S.A.

  • Bank Austria Credit Anstalt oraz CA IB Securities

    Advice on introducing BA CA shares to trading in Poland and their simultaneous listing on the stock exchanges in Warsaw and Vienna (the first “dual listing” in Poland); the bank was the first foreign company listed on the WSE.

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

    Advice on the Warsaw Stock Exchange’s initial public offering and the introduction of its shares to trading on the WSE’s regulated market.

  • Citigroup, Goldman Sachs, J.P. Morgan, UniCredit

    Advice on the IPO of Jastrzębska Spółka Węglowa S.A., the largest producer of coking coal in Europe. It was the largest initial public offering of a State Treasury company in 2011 and the fourth largest IPO in the history of the Warsaw Stock Exchange.

  • UBS, J.P.Morgan, Citi, BofA Merrill Lynch, UniCredit oraz Espirito Santo Investment Bank

    Advice on the initial public offering of Energa S.A.

  • Citi and Dom Maklerski Banku Handlowego

    Advice on the share offering of BNP Paribas Polska S.A.

  • UBS, J.P.Morgan, Citi, BofA Merrill Lynch, UniCredit oraz Espirito Santo Investment (prowadzący księgę popytu) oraz globalni organizatorzy oferty m.in. UniCredit, Deutsche Bank i Merrill Lynch

    Advice on an increase in the share capital (with subscription rights) of PKO Bank Polski S.A. This was the largest issue of shares with pre-emptive rights in the history of the Warsaw Stock Exchange.

  • Bank Zachodni WBK S.A.

    Advice on listing the bank’s shares on the WSE.

  • ASBISc Enterprise Plc.

    Advising issuers regarding the public offering of ASBISc Enterprise Plc. This was the fourth IPO in the EU in which the competent regulator transferred its power to approve the prospectus to the regulator competent for the location of the public offering and for the stock exchange listing the company’s shares.


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