Public stock companies have a number of information obligations, which form the basis of information for investors assessing the financial situation of the company and its prospects of development.
There is no doubt that the diametric impact on the assessment of the financial perspective and the potential for the development of the company is that the company's or the person's start-up third actions relating to insolvency or restructuring proceedings. This action is linked to the information obligation imposed on public companies.
Information obligations are governed by the provisions of the Regulation of the Minister of Finance dated 29 March 2018 on current and periodic information published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state
Difference in responsibilities according to the nature of the securities market
As regards the information obligations relating to the insolvency and restructuring proceedings, it is appropriate to distinguish between the information obligations to which public companies operating in the regulated market (SPE) and the information obligations to which public companies operating in the alternative trading venue (New Connect, Catalyst) are subject. In this article, I will focus mainly on information obligations related to public companies operating in the regulated market.
Information obligations for public companies operating within the regulated market
The obligation to inform companies operating within the regulated market concerning the taking-up of insolvency or restructuring proceedings is primarily linked to the disclosure of confidential information to the public and the publication of current reports.
Legal basis for information obligations
The above mentioned information obligations are governed by the provisions of the Regulation of the Minister of Finance dated 29 March 2018 on current and periodic information published by issuers of securities and conditions for recognising as equivalent the information required by the laws of a non-member state (the Regulation of the Minister of Finance) and Regulation (EU) 596/2014 dated 16 April 2014 on market abuse (market abuse Regulation) and repealing Directive 2003/6 and Commission Directives Directive 2003/124,Directive 2003/125 and Directive 2004/72 („MAR Regulation).
According to section 5 point 7 In the form of a current report, the issuer shall provide information on the finality of the order of the court to declare the issuer bankrupt, the rejection of the application to declare it bankrupt, where the debtor's assets are not sufficient to satisfy the costs of the proceedings or only to satisfy those costs, to change the provision to open the restructuring procedure.
In addition, the issuer on the basis of section 5 points 4 and 5 the above-mentioned Regulation of the Minister of Finance is obliged to provide information in the framework of the current report concerning the appointment, cancellation or resignation of the managing or supervising person, or to inform the issuer of the decision of the managing or supervising person to resign to apply for the next term of office - it should be stressed that a member of the board of directors, administrator and administrator established in insolvency proceedings, administrator established in restructuring proceedings or liquidator is also considered to be the managing person.
In this case, the legal basis for the published report will be Article 56(1)(2) Act dated 29 July 2005 on the public offering and conditions for the introduction of financial instruments to an organised trading venue and on public companies, which are the obligation to publish current reports by an issuer admitted to a regulated market.
To the other extent not regulated by the abovementioned Regulation of the Minister of Finance, the provisions of the MAR Regulation will apply. Information relating to the company's insolvency or restructuring proceedings (insofar as not regulated by the Regulation of the Ministry of Finance) is regarded as confidential information and therefore on the basis of Article 17(1). MAR regulations should be made public.
In this regard, confidential information will be treated as any other information relating to events related to bankruptcy or restructuring proceedings of a company not mentioned in the Regulation of the Minister of Finance dated 29 March 2018
Author: Hanna Żołnierkiewicz
Lawyer in the Legal Department. From 2017 associated with Russell Bedford Dmowski & Partners Law Firm Sp.k. He has experience in legal services to entrepreneurs in terms of merger, division and transformation of companies, bankruptcy, restructuring and capital market law. He runs the day-to-day handling of commercial law companies, including drafting corporate documentation, both in Polish and English. He also represents clients before the general courts in economic and civil law cases.