POLAND Law and Practice Contributed by: Marcin Olechowski, Wojciech Iwański, Tytus Brzezicki and Piotr Orłowski, Sołtysiński Kawecki & Szlęzak
Until that time, the PFSA may indicate the condi - tions that – in the interest of the general good (in particular, to protect consumer welfare, ensure the security of economic transactions or prevent infringements of the law) – the branch of a credit institution must fulfil when carrying out business in Poland. Cross-border activity of a credit institution also involves the submission of a notification to the competent authority of its home member state in accordance with Article 39 of the CRD. In such cases, under the BL, a credit institu - tion may commence cross-border activities in Poland upon receipt by the PFSA of a notifica - tion from the competent supervisory authorities of its home country, which specifies the types of activities that the institution intends to carry out.
The same obligation applies to the intention to acquire control of a bank in any other way than by way of the acquisition or subscription of shares. Notification An entity filing the notification to the PFSA is obli - gated to disclose its parent company, arrange - ments made by this parent company, and infor - mation about the parent company remaining in any arrangements that allow other entities to exercise rights from shares in a bank or exer - cising parent company rights over such a bank. The notification to the PFSA includes: • the identification of the applicant; • the identification of the target bank; • a description of the professional activities the applicant performs and a description of the obtained education; • a description of the group to which the appli - cant belongs; • a description of the applicant’s financial situ - ation; • information on criminal and fiscal crimes, conditionally discontinued proceedings and concluded disciplinary proceedings, as well as concluded administrative and civil pro - ceedings if this may influence the assessment of the applicant; • information on pending criminal and fiscal crime proceedings, as well as pending admin - istrative, disciplinary, and civil proceedings if they may influence the assessment of the applicant; • a description of actions aiming at acquiring and subscribing for shares – in particular, information on the target share in the share capital or the target number of votes at the general meeting; and
3. Changes in Control 3.1 Requirements for Acquiring or Increasing Control Over a Bank General
The procedure for acquiring qualified holdings in Polish banks is subject to unified EU rules resulting from the CRD. However, compared to other jurisdictions, Polish proceedings are much more document-heavy and the PFSA’s approach
tends to be very formalistic. Shareholding Thresholds
The BL provides that an entity or person that intends – directly or indirectly – to acquire or subscribe to shares or rights from the shares of a national bank in a number that ensures reach - ing or exceeding, respectively, 10%, 20%, one- third, or 50% of the total number of votes at the shareholders’ general meeting or shares in the share capital is obliged to notify the PFSA of its intention.
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