On the necessity to amend the Polish regulations regarding the mandatory bid : remarks on the basis of analysis of the ownership structure of the companies listed on the Warsaw Stock Ex change

The main focus of the article are the Polish regulations on takeover bids. Six years after adoption of the recent Polish capital market laws numerous questions concerning the correct implementation of the Takeover Bids Directive remain outstanding. First of all, it is not clear whether the duty to make a takeover bid applies to the public company buying its own stocks. Secondly, in Poland, unlike in other European countries, a percentage of voting rights that implicates the exercise of control over a company and thus an obligation to announce a takeover bid is not specified. The article criticizes the current Polish regulation as inconsistent with the European law. It also presents an empirical analysis of voting rights' power of dominant investors in the companies listed on Warsaw Stock Exchange and attempts to determine the level of percentage share of voting rights that ensures the exercise of the actual control over a public company. The article concludes with de lege ferenda recommendations that include the call for revision of the Polish capital market laws in order to provide for a full harmonization with the European law.