The concept of private placement in Polish and American federal law: The comparative analysis

Abstract

Private placement as an offering of securities or shares to a specific group of investors is eagerly chosen by company authorities due to low costs and uncomplicated formal requirements. The entry into force of Regulation 2017/1129 resulting in the amendment of the Public Offering Act has changed the definition of a public offering in Polish law, significantly expanding its scope. At the same time, transactions that were previously considered private placements have become public offerings under the new legal definition. In this article the author compares the solutions of the American federal law regarding private and public offerings to the Polish regulations. Moreover, he proves that American law has developed a clear distinction between public and private offerings, treating private offerings as a separate class of offerings, while Polish law treats private placements as a type of public offerings. The author also tries to create a definition of a private placement that is consistent with the new legal environment in Poland.