See our chosen projects:
Investment Advice Service Implementation for a Leading Polish Bank We supported a top-tier Polish bank in implementing a MiFID-compliant investment advice service, with a strong focus on client documentation. Our work included: - Client Agreements & Disclosures: Drafting investment advisory contracts, risk warnings, and cost transparency documents to meet MiFID II standards. - Onboarding & Advisory Process Documentation. Our tailored documentation ensured full regulatory compliance, transparency, and enhanced client protection.
Acquisition of an EU electronic money institution (EMI) At PFLAW, we advised on the acquisition of an EU electronic money institution (EMI) licence, including the identification of the licensing opportunity, negotiation of the transaction, and comprehensive legal support throughout the process. Our involvement covered regulatory due diligence, contract negotiations, and post-transaction compliance, ensuring a smooth and fully compliant entry into the European payments market.
Investment Grupa Modne Zakupy- 20 mio PLN PFLAW advocates & partners is advising Alpha Blue Ocean in a financing transcation in Grupa Modne Zakupy listed on Warsaw Stock Exchange (GPW). The value of financing is 20 million PLN. Congratulations to Alpha Blue Ocean, GMZ and the InnerValue teams.
Investment in Harpagan PFLAW advocates & partners advised investor in a transaction of acquiring a significant shareholding stake in Browar Harpagan. Congratulations to Browar Harpagan team.
Setting up and advising 7 branches of foreign MIFID investment firms Since 2019 in PFLAW, we have successfully established and supported branches of seven MiFID investment firms operating under the MiFID passport regime, both in Poland and other EU jurisdictions. We provide these firms with ongoing legal and compliance support, ensuring their day-to-day operations remain fully aligned with EU and local regulatory frameworks.
Setting up a foreign ETFs and Stocks Offer We advise a foreign MiFID investment firm operating across EU markets on launching an exchange-traded equities and ETFs offering. Our support includes: •Legal Framework Design: Structuring the service to comply with MiFID II and local regulatory requirements. •Client Documentation: Drafting terms of service, risk disclosures, and execution policies for retail and professional investors. •Broker & Custodian Selection: Assisting in negotiations and agreements with execution brokers and custodians to ensure best execution and asset protection. •Regulatory Compliance: Advising on reporting obligations, investor protection rules, and market infrastructure requirements. Our guidance ensures a compliant, efficient, and competitive market entry.
MiFID & MiCA Classification of Stablecoin-Settled Perpetual Futures We advised one of the largest global crypto exchanges on the MiFID classification of stablecoin-settled perpetual futures within the EU. Our work included regulatory analysis, assessing whether these instruments qualify as financial instruments under MiFID II, and advising on future compliance strategies in light of the upcoming MiCA regulations. This ensured the exchange was prepared for anticipated regulatory changes while maintaining its competitive market position.
Crypto ATM Service Launch in Poland We supported a crypto ATM service provider in entering the Polish market, advising on regulatory requirements, licensing obligations.
Investment in Med Tech Solutions- 10 mio PLN PFLAW advocates & partners advised Alpha Blue Ocean in a financing transcation in MedTech Solutions S.A. listed on Warsaw Stock Exchange (GPW). The value of financing 10 milion PLN. Congratulations to Alpha Blue Ocean, MedTech Solutions S.A. and the InnerValue teams.
VASP Licensing & Regulatory Compliance We assisted in the full setup of regulated Virtual Asset Service Providers (VASPs) in Poland, covering licensing applications, regulatory framework development, and AML compliance. Additionally, we provided ongoing advisory services to existing VASPs, supporting them in day-to-day regulatory challenges, risk management, and adapting to evolving financial regulations. Our expertise helped clients navigate Poland’s regulatory landscape efficiently and securely.
Investment in wellness industry- 6 mio PLN PFLAW advocates & partners advised a professional investor in a financing transcation in a wellnes e-commerce business.
MiFID License Acquisition for an international group We advise an international capital group on acquiring a liquidity provider license and expanding its investment services across new markets. Our support includes: •Regulatory Licensing Process: Guiding the client through MiFID authorization procedures and regulatory filings. •Legal Framework & Compliance: Structuring new services in line with EU and US market regulations. •Investment Bank Selection: Assisting in identifying and negotiating with investment banks for liquidity and custody services. •Client & Market Integration: Ensuring seamless implementation of the new offering within existing brokerage operations. Our expertise supports a smooth expansion into new markets with full regulatory compliance.
Onsite regulator audit of a MIFID Investment Firm We advised a Polish regulated financial service provider (MIFID investment firm) during a complex onsite audit conducted by the financial supervisory authority. Our support included: •Regulatory Compliance Review: Assessing the firm’s adherence to MiFID II, and local financial regulations. •Audit Preparation: Assisting in gathering required documentation, internal reports, and client records. •Onsite Assistance: Supporting management during regulator meetings, responding to inquiries, and clarifying compliance procedures. •Post-Audit Remediation: Advising on regulatory findings, implementing corrective measures, and ensuring future compliance. Our expertise ensured the firm successfully navigated the audit with minimal disruption to its operations.
Bank Investment Services Product Governance Audit We conducted a comprehensive audit of the MiFID product governance framework at a top-tier Polish bank. Our review focused on: •Target Market Assessment: Evaluating how the bank defines and monitors target clients for investment products. •Product Approval & Review Processes: Ensuring compliance with MiFID II requirements for product design, testing, and ongoing oversight. •Distribution Controls: Assessing how investment products are distributed and whether client suitability assessments are effectively applied. •Regulatory Compliance & Documentation: Reviewing internal policies, reporting procedures, and governance structures to align with best practices. Our audit helped the bank strengthen its governance framework, enhancing regulatory compliance and investor protection.
Convertible bonds and subscription warrants' emission of a public company 42,5 mio PLN Pflaw was engaged in the process of investment in bonds convertible to shares and subscription warrants of a Polish public company from technology industry. The value of the investment is approx. 42,5 mln PLN. The emission is a private placement PIPE investment. Pflaw represents the investor, a boutique international alternative investment firm. The process will entail a prospectus proceeding before PFSA (KNF). PFlaw is engaged in the process of negotiating the investment agreement and issuance terms.
Advisory for Escrow Service Provider under PSD2 We advised a fintech company offering escrow services on structuring its business model in compliance with the Payment Services Directive (PSD2). Our assistance focused on: •Regulatory Qualification: Assessing whether the planned escrow activities fall within the scope of regulated payment services, particularly payment initiation or execution services under PSD2. •Licensing Requirements: Advising on whether a payment institution or small payment institution license would be required, and supporting the preparation of relevant regulatory filings. •Safeguarding & Client Funds: Structuring mechanisms for safeguarding client funds in accordance with PSD2 obligations, including the segregation of accounts and cooperation with eligible credit institutions. Our support enabled the client to build a legally secure and regulatorily compliant escrow service offering within the EU.
MIFID License process- Match Prime Liquidity PFLAW advocates & partners' team advised Match-Prime Liquidity in the successful process of obtaining and setting up a MIFID investment firm's license. Match-Prime Liquidity is a bespoke liquidity solution provider for institutional clients, banks, investment firms), offering a wide range of financial instruments integrated with a state of the art technology. The advise focused on choosing an optimal jurisdiction, designing a cost-effective structure and supporting the application process before CySEC - Cyprus Securities and Exchange Commission. Match-Prime Liquidity also passported its activity and is authorized to offer financial services in all the EU Member States.
Investment Live Motion Games- 5 mio PLN PFLAW advocates & partners team had a pleasure to advise Alpha Blue Ocean and Global Tech Opportunities 20 in a recently closed 5 mln PLN investment in LIVE MOTION GAMES listed on the Warsaw Stock Exchange (GPW). The investment is based on the convertible bonds and warrants issuance program.
Estonian AML regulations for a crypto exchange liquidity provider Pflaw was engaged in the process of analyzing Estonian AML regulations for a planned investment in an Estonian company from a Fintech and DLT technology industry. The lawyers of pflaw were analyzing Estonian regulations, guidances and recommendations of local supervisory and financial intelligence authorities. The effect of the project is a practical momorandum outlining the necessary actions, procedures and reporting in order to comply with Estonian AML/CFT regulations.
Suitability Assessment Process for Board Members of an Investment Firm We designed a comprehensive suitability assessment framework for board members of one of the largest MiFID investment firms in the EU. Our advisory covered: •Regulatory Requirements Mapping: Interpreting and implementing EBA, ESMA, and national guidelines on the assessment of the suitability of members of the management body and key function holders. •Assessment Tools & Procedures: Developing structured questionnaires, scoring models, and internal procedures to evaluate professional qualifications, experience, integrity, independence of mind, and time commitment. •Governance Integration: Ensuring alignment of the suitability process with the firm’s internal governance, nomination, and fit & proper policies. •Documentation & Record-Keeping: Creating templates and processes for documenting initial and ongoing assessments, including self-assessments, declarations, and interview protocols. Our framework strengthened corporate governance, improved regulatory alignment, and ensured consistent, transparent appointment processes at board level.
Auditing compliance of a Polish bank with the EU Regulation 565/2017, Decrees of the Polish Ministry of Finance and PFSA guidelines. Pflaw was involved in the process of auditing a large Polish banking goup's compliance with the EU Regulation 565/2017, Decrees of the Polish Ministry of Finance and PFSA guidelines. The process included reviewing the documents and information presented to the clients of the bank as well as internal policies, manuals, marketing materials and evaluation algorithms. The result of the audit was a comprehensive report red flaging the potential risk areas together with the detailed recommendations of the suggested changes.
Implementation of cloud computing and outsourcing requirements in an investment firm Pflaw was involved in the process of negotiating a contract with a technology provider operating on the basis of cloud computing technology. The process includes adjusting the contract to the Communication of the Office of the Polish Financial Supervision Authority regarding the use by supervised entities of data processing services in the cloud.
Comparative legal analysis of Poland and UK regulations for Polish brokerage bureau (biuro maklerskie) PFlaw has been involved in the preparation of comparative legal analysis of Poland and UK laws regarding selected brokerage services. The analysis included a comparison of Polish laws and regulations with the UK regulations and the Handbook od Financial Conduct Authority.
Applying for a PSD2 PSP license The pflaw was involved in the application process for an authorisation to operate as a payment institution by a subsidiary of a well-known Polish financial holding. Our lawyers actively participate in the work of an international group of lawyers and experts, ensuring the preparation of the necessary documentation for the licensing process.
Analysis of requirements for acquisition of a foreing brokerage house The pflaw has been involved in the preparation of an analysis of the possibilities and costs of acquiring a brokerage house on the territory of the European Union for an international company selling transaction technology. The analysis includes the costs of running investment firm’s business, staffing requirements, the ability and requirements of outsourcing.
Compliance with KNF guidelines on OTC derivatives The pflaw has been involved in assessing the adaptation of a foreign investment company operating in Poland to the guidelines and positions of the Polish Financial Supervision Authority regarding trading in derivative financial instruments on the OTC market, the so-called “forex” market. The evaluation will include, among others, compliance of the investment firm.
Investment in Braster- 44 mio PLN PFLAW advocates & partners advocates & partners' team, represent and advise the Investor- European High Growth Opportunities Securitization Fund and Alpha Blue Ocean in the transaction, where Braster S.A. secured up to 44 mln PLN financing through issuance of bonds convertible to shares and share subscription warrants.
Advising in the process of acquisition of a foreign brokerage house Lawyers of pflaw advise on the acquisition of a foreign brokerage house by a subsidiary of a well-known Polish financial group. The law firm’s services consist of finding a seller, negotiating a share purchase agreement and escrow agreement, regulatory advice during the process of obtaining a permit to acquire a brokerage house.
Implementation of the AML Directive Lawyers of pflaw were involved in the process of implementing in the financial institution theprocess of counteracting money laundering and financing of terrorism in accordance with the requirements of the AMLD implemented into the Act on Counteracting Money Laundering and Terrorism Financing. The project involved the preparation of the AML procedure and the AML.
Advising company active in the “wearables” industry The lawyers of the pflaw were pleased to advise the client on legal issues related to the planned debut of an innovative service, enabling – using the mobile app – comparing the results of physical activity between users of popular sports applications and promoting a healthy lifestyle by rewarding physically active people with.
Implementation of GDPR in the companies active in “big data” sector The pflaw advised in adjusting the activities of start-up companies to the requirements of the General Data Protection Regulation (“GDPR”). Our lawyers advised clients on the preparation and implementation of policies and procedures to ensure compliance with the GDPR, including the adoption of the Data Protection Impact Assessment.
Cross border migration of a WSE listed company The lawyers of pflaw were engaged in the first process of cross border migration of the exchange listed company from Cyprus to Poland. The migration is based on the regulation both Poland and Cyprus and the judgement of several cases recognized before the Court of Justice of European Union earlier European Court of Justice.
Applying for PSD2 license for an ewallet fx exchange The lawyers of pflaw were engaged in the processs of setting up an international currency exchange together with a e-wallet for a well known financial holding based on the PSD2 regime. The process focuses on finding the best localization for the exchange. The aspects that are analyzed focus in particular on the PSD2 licensing requirements.
Localization of a crypto currency exchange The lawyers of pflaw advised on the potential best localization for the blockchain exchange. The analysis focused on several localizations from the EEA including Estonia, Luxembourg, Switzerland, Malta, Luxembourg, Gibraltar. The aspects that were analyzed focused in particular on the PSD2 licensing requirements, licensing time, licensing costs, substance organizational and functional requirements, functioning costs.
Investment in pet wellness industry- 2 mio PLN PFLAW advocates & partners advised a consortium of professional investors in a financing transcation in pet wellnes e-commerce business.
