POLAND Law and Practice Contributed by: Rafał Celej, Arkadiusz Klejnowski and Karolina Piotrowska-Andryszczyk, Kondracki Celej
by the majority (see also 3.5 Investor Safe- guards ); • drag-along rights, allowing a majority share - holder or a designated investor majority to compel minority shareholders to sell on the same terms, facilitating trade sale exits; • right of first refusal and right of first offer, pro - tecting existing shareholders against unsolic - ited transfers of equity; • contractual put options, typically exercisable after a defined period or in case of default events (see 3.5 Investor Safeguards ); and • lock-up periods, particularly where an IPO or structured liquidity is contemplated, though rarely tested in practice in Poland. The concept of an “exit trigger” is usually defined by reference to specific events such as a trade sale, change of control, or strategic acquisition. These are envisaged in the SHA and may be tied to investor majority thresholds or milestone- based acceleration clauses. Given the scarcity of liquidity events in the Polish VC ecosystem, market practice has evolved to include partial secondary exits, enhanced drag mechanics and strong information rights in prep - aration for eventual disposals. In some cases, contractual exit timelines (eg, five to seven years post-closing) are agreed to reinforce exit disci - pline, though enforcement remains rare. 6.2 IPO Exits IPO exits remain exceptionally rare in the Pol - ish start-up environment and are not regarded as a standard route to liquidity for VC-backed companies. In 2024, no venture-backed start- up completed an IPO on the Warsaw Stock Exchange, and no such listings were actively planned.
Instead, the dominant form of exit continues to be trade sales, typically structured as share deals, with exits involving strategic acquirers or private equity funds. The Polish capital market remains immature for VC-backed listings, with limited analyst cover - age, insufficient scale and a fragmented investor base. Companies seeking public capital typically consider foreign exchanges – primarily in the EU – once they reach sufficient maturity, scale and governance readiness. However, such transi - tions remain uncommon at present. 6.3 Pre-IPO Liquidity Please refer to 6.2 IPO Exits . As IPOs are not a realistic exit path for VC-backed companies in Poland, structured pre-IPO liquidity programmes – including employee share tenders, secondary blocks and managed liquidity events – remain largely theoretical in practice. There is no active secondary market infrastruc - ture or legal framework specifically supporting structured liquidity prior to listing. Informal sec - ondaries do occur, typically negotiated privately and with consent under SHA restrictions (see 3.5 Investor Safeguards ). Company-facilitated tender offers are rare and tend to be limited to corporate governance clean-ups or founder rea - lignments. As the market matures, greater use of structured secondaries may develop, but for now, liquidity remains tightly linked to full trade sale events.
7. Regulation 7.1 Securities Offerings
In Poland, VC transactions involving equity securities are primarily governed by the Polish
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