Prospectus Liability in Poland

Abstract
This chapter explores the evolution and current framework of prospectus liability in Poland in alignment with EU capital markets law. It provides a historical overview of the Polish capital market, emphasizing its post-1989 transformation and the impact of the internal regulatory developments and compliance with the EU law on the expanding design prospectus liability in Poland. The chapter delves into the legal foundations of prospectus liability, its civil law nature, and the scope of its application, including its intersection with EU securities laws, particularly the Prospectus Directive (2003/71/EC) and the Prospectus Regulation ((EU) 2017/1129). It also discusses the roles and responsibilities of liable parties, remedies available to aggrieved investors, and the procedural challenges in enforcing claims. Despite the Polish legal framework’s compliance with the EU law, its enforcement remains limited in practice due to procedural complexities, evidentiary burdens, and a lack of specialized courts. The chapter concludes by advocating for enhanced harmonization of the prospectus liability regime at the EU level to ensure more effective investor protection across jurisdictions.