Bona Fide Acquisition of Intermediated Securities Recorded in the Polish Securities Depository

749 Abstract Dematerialisation proved to be a consequential phenomenon for securities, resounding particularly vehemently within the property law. In this context, in various jurisdictions the disputable issue is whether – and under what conditions – securities in the dematerialised form might be purchased by an innocent acquirer. The recognition of bona fide acquisition is commonly framed as a vital element of modern systems for turnover in securities. In absence thereof, possible systemic uncertainty could trouble capital markets. Under the Polish legislation – similarly as in several other jurisdictions – no clear dictate regarding bona fide acquisition of intermediated securities has been formulated. The question is thus left open for the jurisprudence to work out. This paper provides an in-depth look into the issue of bona fide acquisition of intermediated securities under Polish law. The objective of the paper is to illustrate that a viable solution for the topical problem should be underpinned by the inherent aspects of a depository system – such as the finality of a settlement, consequences of intermediation and the legal nature of entries in accounts – rather than solely by reminiscent references to traditional concepts of property law, which so far have constituted the mainstream position of the Polish jurisprudence.