Acquisition of warrants under the disclosure obligations concerning major holding s of voting rights in listed companies

The paper discusses disclosure obligations concerning major holdings of voting rights in listed companies in scope of acquisition of financial instruments other than shares. The first part of the paper deals mainly with "stealth takeover" of Continental by Shaeffler by using cash settled derivatives (CSD ). The paper also presents legislative actions, especially amendments to the Transparency Directive (2004/109/EC ) that entered into force on 26 November 2013, which were undertaken to prevent the same tactics in the future. The core of the article is devoted to an analysis of warrants issued by listed companies under the Polish disclosure rules. There are two types of warrants which give different rights to their holders. The author provides detailed legal analysis of each of the abovementioned type of financial instruments on the grounds of Polish disclosure regulations. The analysis indicates that acquisition of warrants - regardless of the type of such financial instrument - does not impose obligation to disclose that activity even if such actions are taken purposely to secure a significant stake in a listed company.