EMERGING

EMERGING MARKETS:
A Review of Business and Legal Issues
investment firm agent from the register, revocation of an authorization to conduct activities by
an investment fund company, prohibiting the marketing of units issued by a foreign fund,
prohibiting the operation of a management company or its branch, as defined in the Act on
Investment Funds, in the territory of the Republic of Poland, or prohibiting such company to
enter into any transaction in the territory of the Republic of Poland 1 .
The Act on Trading in Financial Instruments defines the rules, manner and conditions
for commencing and conducting business which involves trading in securities and other
financial instruments, the rights and obligations of entities engaged in such trading and the
supervision thereof. The administrative sanctions established by the said Act are laid in Part
VIII of the Act – “Administrative Sanctions for Infringement of Regulations”, as well as in
other Parts of the Act (in particular Article 108 and Article 130 TFIA).
In accordance with the Article 108 (1) TFIA if a shareholder or shareholders of a
brokerage house who hold shares which represent 10% or more of the total vote or 10% or
more of the share capital exert detrimental influence on the management of such brokerage
house, the Commission may order that such detrimental influence be discontinued, specifying
the final date, the conditions for and the scope of appropriate measures to be taken, and in the
event of non-compliance with such an order it may prohibit, for a period of up to two years,
the exercise of voting rights attached to the shares. Such voting is then not valid 2 .
For this reason, in order to make the sanction effective, Article 108 (2) provides, that if
following the lapse of the period of prohibition referred to in Article 108 (1) the grounds for
the prohibition of the exercise of voting rights do not cease to exist, the Commission may
order the shareholder or shareholders to whom the prohibition applies to dispose of all or
some of the shares they hold by a final date set in the decision. Noteworthy not only
shareholders shall be punished under this Article - also persons, who indirectly acquired
1 A. Michór, ”Odpowiedzialność administracyjna w obrocie …, 77-214.
2 Judgment of the Supreme Court of Poland (Sąd NajwyŜszy) from the 12 th of December 1973, II CR 686/73,
OSPiKA 1975/5/102; E.Marszałkowska-Krześ, “Uchwały zgromadzeń w spółkach kapitałowych”, Warsaw,
2000, 80; M.Romanowski, ”Prawo o publicznym obrocie papierami wartościowymi. Komentarz”, CH Beck,
Warsaw, 2003, 834.
Page 68 Volume 1, April 2009