PFSA Recommendations for the Warsaw Stock Exchange: Lessons from the Serinus Energy Case

On March 30, 2026, the Polish Financial Supervision Authority (PFSA) issued significant recommendations addressed to the Warsaw Stock Exchange (WSE).

This communication serves as a firm reminder of the strict liability of trading organizers for market security, whilst concurrently providing critical conclusions for brokerage houses, investment platforms, and innovative FinTech companies operating within capital markets.

Serinus Case: PFSA Intervention

The PFSA’s intervention was prompted by gross irregularities in the settlement of transactions during the takeover of Serinus Energy PLC. 

The acquisition of capital was executed under the laws of Jersey (as a scheme of arrangement).

The issuer established the record date (the date for determining the rights to the buyout of shares) as May 16, 2025. However, the motion to suspend trading on the WSE was filed with a severe delay – not until the midday of May 19.

The Polish regulated market operates on a T+2 settlement cycle. Due to the lack of an immediate response and suspension of trading, transactions executed after May 14 could not be settled prior to the record date.

This led to a market anomaly: the purchasers of shares from those days did not receive the buyout funds, whereas the sellers secured a double benefit – receiving both the sale price from the exchange and the amount from the aforementioned buyout.

In the assessment of the PFSA, the WSE violated Article 18, paragraph 1, point 2 of the Act on Trading in Financial Instruments by permitting a situation that threatened the safe and orderly conduct of transactions.

In the published communication, the PFSA explicitly outlines the framework of actions expected from the trading organizer.

By issuing formal recommendations within its supervisory capacity, the Authority imposed a strict, 30-day deadline for the implementation of remedial measures and the submission of a report regarding their execution. The supervisory authority explicitly indicated that these recommendations are aimed, in particular, at:

• Eliminating the identified irregularities that led to the settlement asymmetry (a situation wherein sellers gained doubly, while purchasers incurred a loss).
• Improving the operations of the WSE, which in practice entails the requirement to fortify internal control systems and expedite the flow of information between the issuer and the trading system.
• Minimizing the risk of similar deficiencies occurring in the future, which necessitates the proactive design of crisis procedures that account for foreign legal frameworks.

PFSA: New Standards for Foreign Securities Compliance

The PFSA’s stance defines rigorous standards of due diligence concerning the servicing of foreign instruments. The paramount conclusion drawn from the communication is the absolute necessity of ensuring full correlation between the domestic settlement cycle (T+2) and the specifics of foreign corporate events.

The supervisory authority unequivocally indicated that the trading organizer and intermediary institutions must actively monitor risks arising from disparate jurisdictions and the legal procedures of issuers. 

The failure to align the timing of the suspension of trading with the record date was deemed a direct breach of trading security.

This demands from market participants not merely the automation of compliance procedures, but, above all, the capacity for immediate operational response in atypical situations, in order to prevent the settlement of transactions burdened with legal risk.

Strengthen Compliance in Foreign Securities Trading

The PFSA’s recent recommendations highlight the growing importance of robust risk management and precise coordination in cross-border trading activities.

Market participants, brokers, and FinTech firms must ensure their processes fully address settlement timing and jurisdictional differences. Contact us to discuss how your organization can strengthen compliance frameworks and mitigate regulatory risk in foreign securities trading.