Poland - IFLR1000

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Poland 


Chamber of commerce: 

Krajowa Izba Gospodarcza 

ul Trebacka 4 

00 074 Warsaw 


Tel: +48 22 630 9600 

Fax: +48 22 827 4673 

Email: kig@kig.pl 

Web: www.kig.pl 

Professional body: 

Krajowa Izba Radców Prawnych 

Al Ujazdowskie 18 Lok 4 

00 478 Warsaw 

Tel: +48 22 622 0588 

+48 22 622 8428 

Email: kirp@kirp.pl 

Web: www.kirp.pl 

Recent legislative developments 

– banking 

Dr Marcin Olechowski 

Soltysinski Kawecki & Szlezak 

Warsaw 

One of the rare European economies to maintain 

growth during the latest economic crisis, 

Poland is also continuing on its path of legislative 

reform. A number of recent legislative 

developments are directly relevant to the 

banking industry. 

Mortgage law reform 

Polish Mortgage Law has been significantly 

overhauled, with a view to improving creditor 

rights by affording greater flexibility to mortgages. 

Under the old regulations, two different 

types of mortgages applied, depending on 

the nature of the secured claims. In case of 

secured claims with a strictly determined 

value, so-called “ordinary mortgages” gave 

creditors the additional security of a presumption 

of existence of the secured claim. For 

future and conditional claims, or claims of 

undetermined value, a so-called “ceiling mortgage” 

gave parties the ability to establish security 

up to a certain maximum secured value, 

but the mortgagee did not benefit from a presumption 

of existence of the secured claim. 

Importantly, the old system also rigidly 

imposed a “one claim - one mortgage” rule, 

which meant that in the case of syndicated 

lending, parties either had to establish separate 

mortgages for each lender or resort to parallel 

debt concepts. 

The reform of the Mortgage Law, which 

came into effect on February 20 2011, aims at 

correcting those drawbacks. In particular, the 

reform has introduced a new “unified” mortgage 

in place of the previously applicable two 

different types of mortgage (however, previously 

established mortgages remain valid and 

enforceable). The rules applicable to the new 

mortgage are generally based on the prior regulation 

pertaining to the ceiling mortgage, 

which means that all mortgages will now be 

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established up to a certain maximum secured 

value. The introduction of a single uniform 

mortgage means greater uniformity of creditor 

rights for mortgage creditors. 

In addition, the reform has introduced a 

number of changes increasing the flexibility of 

this type of security and further adapting it to 

the needs of syndicated lending. In particular, 

it will now be possible for a single mortgage to 

secure multiple claims and for creditors to 

appoint a mortgage administrator (security 

agent) without the need to establish multiple 

mortgages or resorting to parallel debt structures. 

The new regulations also introduce a 

new priority system under which mortgages 

will gain the ability to dispose of an emptied 

mortgage place (i.e. once a higher ranking 

mortgage lapses, mortgages with a lower ranking 

will not longer automatically ‘step-up’). 

Under the transitional provisions enacted 

in connection with the introduction of the 

new mortgage, existing mortgages will continue 

in existence. As a general rule, existing ceiling 

mortgages will be governed by the new 

provisions, save for the provisions on empty 

mortgage place disposal (i.e. once the mortgage 

expires, mortgages with a lower priority 

will ‘step up’ in order of priority), whilst existing 

ordinary mortgages will continue to be 

governed by the old provisions. The transitional 

provisions provide also for several 

exceptions and specific rules, which may, 

however, result in certain uncertainties during 

the transitional period. 

Spinoffs of EU credit institution branches 

A significant and original development in 

banking regulation is a newly introduced ability 

for EU credit institutions to spin-off their 

passported Polish branches into stand-alone 

separate banking entities. The legislation, 

effective July 14 2011, enables any EU credit 

institution pursuing banking activity through 

a branch in Poland to apply to the Polish 

financial services regulator, the Financial 

Supervision Commission (Komisja Nadzoru 

Finansowego) for a permit to convert its 

branch into a stand-alone locally-licensed 

banking entity. Upon issuance of the permit, 

the credit institution may then establish a 

wholly owned subsidiary into which it contributes 

in-kind the hitherto business of its 

Polish branch. Importantly, the transfer benefits 

from the principle of universal succession, 

which means that all assets and liabilities 

(including customer contracts) are transferred 

to the new entity by operation of law without 

the need to seek counterparty consents. 

Relaxation of outsourcing regime 

The most recent amendment to the Polish 

Banking Law, expected to come into effect in 

Autumn 2011, contemplates a significant 

relaxation of the outsourcing regime applicable 

to Polish banks. Once the amendment 

comes into effect, Polish banks outsourcing 

their processes will no longer be required provide 

advance notice to the regulator (as was 

the case with domestic outsourcing), or seek 

an advance permit of the financial services 

regulator (as was the case with foreign outsourcing 

which entailed a protracted and costly 

process). Instead, banks will only be 

required to maintain a register of outsourcing 

contracts. Notice requirements will remain 

only in very limited cases (mainly involving 

service providers outside the EEA (European 

Economic Area)). A further change is that the 

amendment expressly permits chain or suboutsourcing 

(which the regulator previously 

deemed to be prohibited), provided the contracts 

with such subcontractors maintain full 

recourse for the outsourcing bank in case of 

any damage caused to the bank or the bank’s 

clients. 

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Capital markets – equity 

Recommended firms 

Tier 1 

Dewey & LeBoeuf Grzesiak 

Weil Gotshal & Manges 

Tier 2 

Allen & Overy A Pedzich 

Tier 3 

Baker & McKenzie Gruszczynski i Wspólnicy 

White & Case W Danilowicz W Jurcewicz I 

Wspólnicy 

Tier 4 

Clifford Chance 

CMS Cameron McKenna Dariusz Greszta 

Spólka Komandytowa 

Domanski Zakrzewski Palinka 

Linklaters C Wisniewski i Wspólnicy 

Norton Rose Piotr Strawa and Partners 

Salans 

Tier 5 

Chadbourne & Parke Radzikowski Szubielska 

i Wspólnicy 

Gessel 

Hogan Lovells Warszawa 

Oles & Rodzynkiewicz 

Prof. Marek Wierzbowski and Partners 


Wardynski & Partners 

Capital markets – debt 


Tier 1 



Salans 

Tier 2 





Tier 3 

Gide Loyrette Nouel 

White & Case W Danilowicz W Jurcewicz i 

Wspólnicy 

“Polish law is fully in line with European 

Union directives. It is a very transparent market 

and a very transparent regulatory framework, 

which always, I think, supports the 

development of the capital markets”, says one 

partner. 

There’s no doubt about it, such transparency 

is starting to bear fruit in Poland. 

This year sees Poland’s capital markets in a 

much healthier state than before. “I think 

there’s a rebound from the last year. I think 

maybe last year the statistics will show in 

terms of value it was a record year, or close to 

record year, with these huge companies and a 

lot of additional liquidity on the exchange,” 

one partner says. 

As the Warsaw Stock Exchange (WSE) 

turned twenty this year and continued to 

grow rapidly as it aims to become a regional 

hub. With over 400 companies listed on the 

main market and over 200 on NewConnect 

(Poland’s equivalent of London’s Aim), the 

WSE draws ever closer to its ambitions. “The 

Warsaw Stock Exchange is trying to make 

itself a market of regional importance and is 

encouraging companies based outside Poland 

to list on the market, and one country in particular 

for which that has proved popular is 

Ukraine,” says one partner. 

Another agrees: “This is a rapidly developing 

area of the market and there are a number 

of factors. One is the reaffirmation and further 

development of the WSE as the capital 

markets hub in Central and Eastern Europe 

(CEE) with some major privatisations and 

IPOs and secondary public offerings, with 

that and the establishment of a local presence 

by the major investment banks, we do see an 

increase in IPOs and that comes from pretty 

much all directions: Ukraine, Czech Republic, 

Slovakia and Slovenia.” 

It is apparent that the equity capital markets 

are bristling with activity. One significant 

trend has seen the State Treasury initiating 

many of the largest deals. Firstly, Poland has 

witnessed the continued privatisation of state 

owned enterprises; the State has been selling 

minority stakes in the top insurance and energy 

companies and even the WSE itself is now 

listed on its own platform. “I mean it’s incredible 

now and I don’t only believe that it’s 

incredible only in our law firm, [it is] perhaps 

a more general feeling,” says a partner. The 

reasons for this include the increasing liquidity 

of the Polish market and a feeling among 

companies that they have better visibility on 

the WSE, avoiding other densely populated 

exchanges. 

The listings from Russia and Ukraine are 

dominated by those involved in the agriculture 

business. This is partly due to rising food 

prices and partly due to the simple fact that 

Polish investors are interested in such companies. 

Furthermore, the collapse of certain markets 

like Hungary has contributed to driving 

companies to look for alternative markets and 

the WSE is gradually becoming the obvious 

choice. 

On the debt side, the market has been 

growing in sophistication since the establishment 

of ‘Catalyst’, a platform for trading in 

financial debt instruments. “The idea was that 

big companies and local governments will 

issue bonds which listed on the platform to 

make this instrument more liquid, this is 

something which is new and we see that the 

clients are really interested in that and asking 

about it,” one partner says. 

Poland has also been financing a lot of 

infrastructure projects (related to Euro 2012) 

through the issuance of project bonds. A reason 

for this is to escape the application of 

public procurement regulation. “Very often 

you don’t have to prepare the prospectus, 

because the issuance is done as a private placement 

and then the bonds are just listed on the 

alternative market not on the main one. I 

think it’s much easier much quicker and much 

cheaper,” explains one partner. “Also the reason 

is that banks are not interested in financing 

the project through equity. They want to 

have the instrument which is purely [a] banking 

instrument and don’t want to be treated as 

shareholders. They prefer to be treated as 

bondholders or creditors.” 

High-yield has been another growth area: 

“We have evidenced high-yield bonds for polish 

companies,” says one partner. “I have 

clients right now looking into trying to tap 

the high-yield US bond market. So I do think 

that we have evidence of the more sophisticated 

bonds being completed.” 

It is difficult to predict exactly what lies 

ahead. Some market commentators feel that 

while we may have seen plenty of activity over 

the last year, there aren’t too many huge IPOs 

in the works. Nevertheless, there are secondary 

sales and one might see the largest ever 

secondary sale of a listed bank soon. 


When it comes to the equity capital markets, 

there is no doubting Dewey & LeBoeuf 

Grzesiak’s status as market leaders. The US 

firm continues to hold a tight grip on the first 

tier and this is unlikely to change anytime 

soon. “I think that they are very very good on 

capital markets. They are one of the best on 

capital markets from what I see and also from 

what I hear from our clients,” one partner 

says. 

When looking at the firm’s deal list over 

the last 12 months it is easy to understand the 

praise. The firm advised PZU on its €2 billion 

IPO and listing on the Warsaw Stock 

Exchange (WSE), the largest debut in the history 

of the CEE (Central & Eastern Europe) 

capital markets. It is one of Europe’s largest 

offerings since 2007 and additionally, it is one 

of Europe’s largest in the insurance sector in 

the past five years. The firm also advised BRE 

Bank in the largest rights issue by a Polish 

bank this year. The issue included an offering 

of over twelve million new shares and 

involved issuing under US Reg S. 

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Furthermore, in a first for the firm, its 

Warsaw lawyers advised DnB NOR Markets 

and Pareto Securities in Morpol’s IPO on a 

foreign stock exchange: the Oslo Stock 

Exchange. This offering stood at €144 million. 

The firm also advised on the IPO of 

Kulczyk Oil Ventures, marking the first 

Canadian company listed on the WSE. 

Ireneusz Matusielanski has been drawn out 

for praise by his competitors. “Dewey’s 

Ireneusz Matusielanski is a good capital markets 

lawyer,” says one peer. Rafal Sienski has 

also been a notable among peers. “From 

Dewey I would recommend Rafal Sienski,” 

says another. 

Leading lawyers 

Jaroslaw Grzesiak 

Ireneusz Matusielanski 

Rafal Sienski 


Like US peer Dewey & LeBoeuf Grzesiak, 

Weil Gotshal & Manges has established itself 

among the market leaders in capital markets. 

When discussing the strength of the equity 

capital markets, clients and peers alike mention 

both firms almost synonymously and the 

firms regularly face each other in transactions. 

“There is a clear cut between firms on the 

very top of the market which are Dewey and 

Weil and then some others which target mid 

markets,” one partner says. “I think you know 

Dewey and Weil deserve to be in tier one 

equity capital markets,” says another partner, 

while yet another adds: “Here we will say that 

they are the clear leaders: Dewey and Weil.” 

Clients have been thoroughly impressed by 

the firm’s quality. “Weil ranks as absolute top 

franchise in the Polish market and Marcin 

Chylinski and Anna Frankowska are the top 

within the top,” says one client. Another individual 

who has been subject to much praise is 

Pawel Zdort. “In the capital markets, Weil is 

strong. Pawel Zdort is good. If I am working 

with Weil, I work with him. He has deep 

expertise and knows the law very well,” says 

one peer. 

On the equity side, the firm has been 

active as advisors to the managers, including 

Credit Suisse, Morgan Stanley, Deutsche 

Bank and Goldman Sachs, in regard to the 

IPO and listing on the Warsaw Stock 

Exchange (WSE) of PZU at €2 billion. The 

firm was also involved in Poland’s fifth largest 

ever and second largest IPO of 2010 when it 

advised the managers, including UniCredit, 

UBS, Merrill Lynch and ING, in relation to 

the €1 billion international IPO and listing 

on the WSE of Tauron Polska Energia. 

On the debt side, the firm advised PKO 

Bank Polski, Poland’s largest retail bank, in 


regard to a €3 billion programme for the 

issuance of loan participation notes to finance 

senior and subordinated loans. The notes are 

issued in tranches and admitted to trading on 

the Luxembourg Stock Exchange. Moreover, 

the firm advised Polish Television Holding, 

part of the ITI Group, the leading media and 

entertainment group in Poland, on its offering 

of €260 million senior secured notes due in 

2017. This issuance characterised a re-opening 

of the European high-yield market for 

holding companies. 


Marcin Chylinski 

Anna Frankowska 

Pawel Zdort 


This year, in the equity capital markets, Allen 

& Overy A Pedzich occupies a space as the 

sole representatives of tier two. Research has 

made it clear that while it has not yet reached 

parity with first tier entities, it nonetheless 

distinguishes itself from the rest of the pack. 

“A&O is clearly aspiring to first tier,” says one 

competitor. “We have Weil as the strongest 

and Dewey. Allen & Overy could be in the 

first tier,” says another competitor. Other 

competitors felt that the firm was not far off 

the first tier but unmistakably was the 

stronger of the former second tier firms, this 

attitude was shared by clients. “They’re certainly 

not worse, but whether they’re better or 

par is hard to say,” says one client, adding: 

“On the ECM side they had a period where 

they took too much work and were stretched, 

but this improved.” On the debt side, the firm 

retains its first tier position. 

In equity work, the firm has been very 

active in privatisations. Driven by Zbigniew 

Mrowiec, the team advised the Warsaw Stock 

Exchange (WSE) on its IPO, a deal of 

immense symbolic value regarded as one of 

the most significant in the history of the 

Polish capital markets. Furthermore, the firm 

advised JPMorgan, Citigroup Global 

Markets, Goldman Sachs, Credit Suisse, 

UniCredit, KBC Securities, Société Générale 

and PKO BP on the placement of 10% of the 

shares in PGE by the Ministry of State 

Treasury and assisted the Ministry of Treasury 

and Bank Gospodarstwa Krajowego on the 

successful completion of the €87 million privatisation 

of Mennica Polska and the sale of 

11.9% of shares in Tauron Polska Energia. 

On the debt side, led by Piotr Lesinski, 

Allen & Overy A Pedzich advised the State 

Treasury represented by the Ministry of 

Finance on Poland’s first issue of debt securities 

in the US after the financial crisis. This 

was an issue of $1.5 billion 3.875% notes due 

in 2015 issued under Rule 144A and registered 

with the US Securities and Exchange 

Commission. 

Elswhere, the firm advised Bank 

Handlowy w Warszawie, BRE Bank, Bank 

Polska Kasa Opieki, ING Bank Slaski, Nordea 

Bank Polska and Powszechna Kasa 

Oszczednosci Bank Polski on arranging and 

underwriting a €325 million bond programme 

established by Tauron Polska Energia 

and, lastly, acted for PGE Polska Grupa 

Energetyczna on establishing a €2.5 billion 

bond programme arranged by Banca 

Infrastrutture Innovazione e Sviluppo, Bank 

Polska Kasa Opieki, Nordea Bank Polska and 

ING Bank Slaski. 


Piotr Lesinski 

Zbigniew Mrowiec 

Baker & McKenzie Gruszczynski 

i Wspólnicy 

The solid Baker & McKenzie Gruszczynski i 

Wspólnicy capital markets practice has had a 

very busy year and will be pushing for a higher 

ranking in the future. This is true for both 

equity and debt, as the firm is involved in 

some interesting mandates. “Of course, Baker 

& McKenzie, yes, they have a good practice,” 

says one peer, “it is very active especially on 

deals from Ukraine”. However, says another 

partner, “they will have a bit of a profile 

because they also have a Ukraine office but 

apart from that if it’s purely Polish ECM 

transactions they’re not so present.” Konrad 

Konarski is praised by competitors for his 

securities proficiency. 

The firm has been very active in cross-border 

equity offerings with a listing on the 

Warsaw Stock Exchange (WSE). It has 

advised on seven out of eight IPOs from 

Ukrainian companies, the only Lithuanian 

IPO on the WSE (Avia Solutions Group), the 

only Slovenian IPO on the WSE and the only 

simultaneous public offerings in Czech 

Republic, Slovakia and Poland. 

Ukraine work remains one of the firm’s 

strengths. The team advised Unicredit as the 

underwriter on Ukrainian and Russian dairy 

producer Milkiland’s €60 million IPO on the 

WSE and advised Unicredit and Erste bank 

on the €75 million IPO of Fortuna 

Entertainment Group and matters related to 

its public offerings in Poland, Czech Republic 

and Slovakia, and its dual listing on the 

Warsaw and Prague stock exchanges. 

Additionally, the firm advised ING, Silk route 

financial and ING Securities on the public 

offering and dual listing of shares in Nova 

Kreditna bank Maribor. This was the first 

rights offering in Slovenia, the first dual listing 

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of a Slovenian company, the first public offering 

of shares of a Slovenian company in 

Poland and the first Slovenian company 

intending to apply for listing on the WSE. 

On the debt side, the firm was involved in 

the largest EMTN Programme launched by a 

Polish corporate client in a number of years 

when it acted as Polish, Swedish and English 

legal adviser to Polkomtel and its Swedish 

SPV (special purpose vehicle) Polkomtel 

Finance. This was in relation to the establishment 

of its first EMTN programme for up to 

€1 billion and the first tranche of notes at 

€250 million. The firm’s work also included 

its listing on the Catalyst market of the WSE. 


Jakub Celinski 

Konrad Konarski 

White & Case W Danilowicz W 

Jurcewicz I Wspólnicy 

Much discussion has centred on White & 

Case W Danilowicz W Jurcewicz I 

Wspólnicy’s recent succession issues. “The 

main change that we have seen [in the legal 

market] is the change in White and Case. It is 

difficult to say that these people are the leading 

lawyers. It is common knowledge that 

they [Janusz Fiszer and Witold Jurcewicz] are 

either retired or they will retire soon,” one 

partner says. Another partner says that “you 

will note that these two guys are close to 

retirement and there has been a power shift at 

White & Case this year. These individuals will 

be moved to counsel and will be retiring 

soon”. 

Many commentators feel that these 

changes detrimentally impact the practice; 

however the practice is now driven by an individual 

with high potential. “There is a guy 

who is a local partner, his name is Marcin 

Studniarek. He is a partner for capital markets, 

he is somebody I’ve come across, I would 

say he’s like a rising individual - give him 

another five years or something. But he’s certainly 

very bright and has a good rapport with 

investment banks,” one partner says. 

While White & Case’s capital markets 

future has been the subject of much speculation, 

the firm has strong London support and 

its team enables it to offer English, US and 

Polish law strength. It has also been active on 

some of the market’s most interesting mandates. 

Valued at €2 billion, the firm was involved 

in the biggest ever IPO on the Warsaw Stock 

Exchange (WSE), when it represented Eureko 

as the largest selling shareholder in the IPO of 

PZU. Furthermore, the firm acted as the 

underwriters’ counsel of HSBC Bank, Erste 

Bank and Bank Zachodni with regard to the 

€79 million IPO on the WSE and listing of 

shares of Kulczyk Oil Ventures (a rare 

Canadian listing). 

The firm was also involved in one of the 

first IPOs of a Ukrainian agriculture company 

on the WSE when it advised Agroton Public 

and lead managers BZ WBK and Phoenix 

Capital on the €38 million offering. 


Marcin Studniarek 


Clifford Chance displayed its strength on the 

debt capital markets yet again. The firm 

advised arrangers Barclays Bank, Deutsche 

Bank and HSBC on the update of the €3 billion 

EMTN programme for the issuance of 

loan participation notes to be issued by, but 

with limited recourse to, PKO Finance for the 

purpose of financing senior and subordinated 

loans to Powszechna Kasa Oszcz_dno_ci Bank 

Polski Spó_ka Akcyjna. This deal formed part 

of one of the biggest EMTN Programmes 

established by a Polish listed bank. 

It was not the firm’s only deal moreover, as 

it also advised on one of the first Eurobonds 

issued (€100 million) by a Polish regional 

railway company (Koleje Mazowieckie), when 

it acted for arrangers Standard Bank. 

Another exemplary deal saw the firm 

advise NYSE Euronext on a strategic, longterm 

cooperation agreement with the Warsaw 

Stock Exchange. “They are certainly a top 

notch debt capital markets firm,” says one 

peer, with another adding: “Clifford is active 

in debt and should be number one”. 


Domanski Zakrzewski Palinka is a good bet in 

the equity capital markets. The firm had a 

busy year and its skills were on display in particular 

on one deal which saw it advise a confidential 

buyer and seller on a €110 million 

IPO. 

The firm also advised clients on a €124 

million secondary public offering of over 

three million ordinary bearer shares and a €9 

million secondary public offering of three 

million ordinary shares. 


Gide Loyrette Nouel rode the wave of the 

busy equity capital markets and won a fair 

share of instructions. In one deal partner 

Pawe_ Grze_kowiak advised Citigroup Global 

Markets and the Royal Bank of Scotland 

(RBS) on bond issues of €1.3 billion and 

€750 million bond for the Continental 

group. 

Pawe_ was also busy on other transactions 

for international banks one such deal saw him 

advise Deutsche Bank with regard to a €1 billion 

bond issue within the Continental group 

again. 


Hogan Lovells Warszawa continues to be 

active in the debt capital markets. The firm 

was involved in one of the largest corporate 

bond issues on the market when it advised 

ING Bank _l_ski on PGE Polska Grupa 

Energetyczna, the biggest electricity company 

in Poland, €2.5 billion debt issuances. 

Elsewhere, the firm advised Polski Bank 

Przedsi_biorczo_ci and Nordea Bank Polska 

on the €99 million issue of corporate bonds 

by Polskie Koleje Pa_stwowe. 

Linklaters C Wisniewski i 

Wspólnicy 

Jolanta Tropaczy_ska heads up the equity capital 

markets practice from within the 

Corporate Group at Linklaters C Wisniewski 

i Wspólnicy while debt capital markets deals 

are covered by Jaros_aw Miller in the Finance 

and Projects Group. 

The firm has been active in both areas. In 

mid-2011 it was advising Citi and UBS as 

underwriters’ counsel in relation to the €250 

million IPO of Bank Gospodarki 

Zywnosciowej, a subsidiary of Rabobank. On 

the debt side, the firm advised Bank Ochrony 

Srodowiska on a standalone issue of €250 

million 6% Notes due in 2016. The issuer, 

BOS Finance, is a subsidiary of Bank 

Ochrony Srodowiska and the issue was listed 

on the Luxembourg Stock Exchange. 

Competitors see the firm as ubiquitous on 

Eurobond deals. “Linklaters is present in 

Eurobonds, international transactions and big 

tickets,” notes one partner, while another 

agrees with this but adds a qualification: 

“They are active on the Eurobonds market 

[when it] concerns Polish issuers but not necessarily 

the domestic markets”. 

Norton Rose Piotr Strawa and 

Partners 

Norton Rose Piotr Strawa and Partners made 

the market stand up and take notice when it 

won a role on the Tauron Polska Energia deal. 

“If you want to know the truth, Norton rose 

should be in tier three because they did a 

major thing the Tauron, so I think they 

should be number three,” says one partner. 

This year, the global firm’s Polish office 

continues to build market share with roles 

such as advising the State Treasury on the IPO 


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and listing of the Warsaw Stock Exchange on 

its own trading platform. 

Prof. Marek Wierzbowski and 

Partners 

Prof. Marek Wierzbowski and Partners enters 

the rankings for the first time this year. The 

professor has earned himself a strong reputation 

and the firm is very active with regard to 

small IPOs. 

“The local law firm is involved in almost 

all very small IPOs on the Warsaw Stock 

Exchange. They’re extremely efficient with 

respect to pricing,” says one peer. 

The firm was involved in the first IPO of 

2011 when it acted on the €13 million IPO 

of packaging producer BSC Drukarnia 

Opakowa_. It also acted on the €8 million 

IPO of Europejskie Centrum Odszkodowa_. 

Interestingly, the firm was also involved in the 

privatisation process through the Warsaw 

Stock Exchange (WSE) and advised the State 

Treasury on the privatisation process of 

Tauron Polska Energia and on its €1 billion 

IPO. 

Salans 

Salans advised Tauron on a bond issuance 

programme for €322 million. The main goal 

of the program was to refinance the debt of 

the Tauron Group and it ended in the largest 

financing in the energy sector of 2010. 

“Salans has a very good debt capital markets 

practice mainly due to the fact that the 

current partner is an ex Clifford Chance associate 

[Robert Dulewicz]... [they’re] much 

more orientated on domestic transactions and 

domestic debt capital markets rather than 

international,” observes a competitor. 


Danuta Pajewska and Marcin Pietkiewicz of 

Wardynski & Partners advised on the takeover 

of Atlas Estate Limited, a company listed on 

the Warsaw Stock Exchange (WSE) and the 

AIM in London. The firm also assisted in a 

public offer for shares of that company conducted 

at the same time on both markets. 


Garrigues 

Established in January 2007, Garrigues’ 

Warsaw office is trying to build itself a presence 

on the legal landscape. Led by Carlos 

Rapallo and Alejando Miquel, the firm’s 

Warsaw offering is the first stage of a strategy 

to expand into other areas of Central and 

Eastern Europe. Recently hired local partner 

Filip Urbaniak was involved in the €188 million 

execution of a restructuring agreement 

and security packages in Poland. 

Noerr 

The pan-European law firm Noerr, headquartered 

in Munich, Germany, is looking to 

increase its presence in Warsaw. The firm’s 

banking and finance practice is headed by Dr 

Jacek Bak and it advised Carval Investors on 

the management of opportunistic value 

investments and on a range of issues related to 

a loan facilities agreement. 

DeBenedetti Majewski 

Szczesniak 

DeBenedetti Majewski Szczesniak Attorneysat-Law’s 

capital markets practice is led by 

Dariusz Szczesniak, a reputable capital markets 

expert. The firm advised minority shareholders 

with regard to the IPO of an insurance 

company. To this end, it rendered advice 

on the transfer of shares and in pre-IPO shareholders 

meetings. The firm also worked on 

the establishment of an airline in Poland and 

helped in the documentation for the IPO of 

the parent company. 

Wierzbowski Eversheds 

Wierzbowski Eversheds capital markets practice 

is building itself market share on Poland’s 

legal landscape as the firm attracted some 

notable instructions in the last year. The firm 

advised the Warsaw Water and Sewage 

Company in its issue of €110 million bonds 

to finance a major infrastructure project in 

Warsaw. The firm also advised AmRest 

Holdings in the private placement of shares to 

a leading private equity house. Such work 

included the negotiation of the terms and 

conditions of the placement and helping in 

the listing of shares on the Warsaw Stock 

Exchange. 

Banking 


Tier 1 



Tier 2 





Salans 


Wspólnicy 

Tier 3 






Squire Sanders Swiecicki Krzesniak 




Tier 4 

Beiten Burkhardt P Daszkowski 

Gleiss Lutz 

K&L Gates Jamka 

Miller Canfield Paddock and Stone 

Noerr 

Polish banks were not hit very hard by the 

financial crisis. The banks have traditionally 

adopted a conservative approach and this 

served them well as they did not engage with 

sophisticated instruments. Nevertheless, by 

virtue of being a network economy, if Europe 

slows down, Poland slows down too. “During 

the recession, I think we saw a slight slowdown 

and less new money deals in Poland for 

various reasons; one of them being the fact 

that most of the Polish banks are majority 

controlled by foreign capital and that includes 

Dutch banks, French banks, Italian banks, 

American, German. So to be quite frank a 

number of the central institutions or ultimate 

shareholders got focused on their own jurisdictions 

and decided to slightly wind down 

activities offshore,” says one partner. As a 

result, the risk evaluation process in banks 

became stricter and this led to a slowdown 

and reduction in the size of lending. However, 

the money that was withdrawn from the market 

did not equal the amount that was withdrawn 

from some other countries in the 

region. Polish banks were in pretty good shape 

and still had a healthy capital base. 

Despite the slowdown, new money has 

been on the increase of late. “I would say that 

generally my observation is that the market 

2012 EDITION


3/443 

slowed down and the slowdown is still visible, 

however, as I said the market is waking up,” 

says one partner. Another partner agrees: 

“Banks were blocked, but when the blockade 

ceased then I observed another process where, 

in fact, there was a run for new projects 

because all the banks which were waiting for a 

long time, not providing loans, they at the 

same moment appeared on the market with 

pretty good money and they were looking for 

projects. So the margins were again going 

down and there was no cherry picking.” 

Polish firms have also been occupied with 

restructuring work. In addition the returning 

appetite for lending resulted in more support 

to acquisition finance. “There are still a few 

banks that are willing to extend acquisition 

finance to private equity sponsors investing in 

the region and as I said it is more expensive 

now than it used to be but it didn’t dry up like 

it did in the West. That trend is continuing, 

it’s not decreasing, I think it’s going the other 

way,” says one partner. 

Another trend has seen banks increasing 

activity in regard to portfolio transactions. 

Another partner observed an increase in the 

presence and interest of Asian banks: “We see 

that more and more Asian banks are active on 

the Polish market a few years ago we had 

hardly any transactions including Asian banks 

but now this is very much growing.” 

Another interesting trend that has been 

picked up by market commentators sees 

Polish banks gradually becoming centres of 

financing for the CEE (Central and Eastern 

Europe). “I was involved in six projects like 

this last year and the countries involved were 

the Czech Republic, Slovakia, Ukraine, Russia 

and right now I have financings to Spain,” 

says one partner, adding: “I think it’s some 

kind of expansion of [the] Polish banks or the 

other trend is that some of the Western institutions 

don’t want to finance directly from 

Netherlands or England but are using Polish 

banks to finance to the East because we know 

the region much better.” 

Retail banking has been another area of 

interest. This sector has been subject to some 

major changes with Santander’s takeover of 

Bank Zachodni WBK and Raiffeisen Bank’s 

acquisition of a 70% stake in Polbank, the 

Polish subsidiary of Greek bank Eurobank 

EFG. “I think there are several processes 

which make this market a bit more shaky but 

definitely not unstable,” says one partner, 

adding: “Retail banking is changing very 

rapidly and there is no one reason for that. 

The problem with mortgages is the market is 

a bit shaky, but not because banks have no 

money, but there are a lot of discussions on 

the regulatory basis, especially about granting 

loans in foreign currencies. There are much 

more restrictive, new regulations of the regulatory 

bodies and the banks are just working 

out a policy [of] how to react.” 


The strong Allen & Overy A Pedzich banking 

practice retains its top tier ranking in light of 

its enduring ability to attract leading mandates. 

“Allen & Overy is a big good banking 

team, last year I personally had them on two 

of the transactions. They are a really professional 

team and it’s good to work with them,” 

says one peer. Another peer agrees: “A&O is 

the leader and has always been and I’m not 

sure that somebody can beat them.” Very few 

would challenge the firm’s status as a leading 

banking practice; nevertheless, there was dissent 

as to how the firm derives its strength. 

“Of course, they are [a] famous firm but 

nobody’s taking into account the fact that a 

significant, really significant, portion of their 

deals are generated by their London office. It’s 

not exactly the reflection of the strength of the 

local offices but rather the reflection of the 

strength of those firms which are famous in 

London,” says one rival. 

Regardless, the firm has been involved in 

some of the market’s significant deals. This 

year the team advised BNP Paribas Fortis and 

ING with regard to financing the acquisition 

of shares in Agros Nova. Uniquely, this transaction 

constituted one of two bio-fuel plant 

financings in Europe thus far. Additionally, 

the firm advised a consortium of seven banks, 

including Bank Handlowy w Warszawie, BRE 

Bank, PKO Bank Polski and ING Bank Slaski 

on the €325 million financial restructuring of 

Ciech, a major Polish chemicals producer. 

The firm also advised Aquanet, a water supply 

company from Poznan in relation to a €150 

million guarantee facility granted by Nordea 

Bank Finland securing a €125 million capex 

facility granted by the European Investment 

Bank and a €20 million revolving facility 

granted by Pekao. 

Finally, clients made reference to the firm’s 

efficiency. “They’re always available, very 

prompt and always on time,” says one client. 


Tomasz Kawczynski 

Arkadiusz Pedzich 


Clifford Chance is in possession of a powerful 

brand name and retains its position in the top 

flight as its deal list continues to impress. Like 

other international law firms, the firm has 

been subject to criticism that sees its local 

office as a reflection of the strength in 

London; nonetheless, as one partner says, this 

is also a source of strength: “As for Clifford 

Chance, they have good position because they 

do a lot of cross-border transactions steered 

from their London office.” 

Nevertheless, within the space the firm 

occupies, it has lost some of its market share. 

“To be honest in banking right now, after the 

changes, Clifford Chance is much weaker 

now than it used to be because some people 

left recently to White & Case. [But] I think 

Clifford Chance should be in the same tier,” 

says one competitor. The firm was landed a 

weighty blow when it lost its real estate arm to 

Salans. This included the head of real estate, 

Pawel Debowski, a man of high standing in 

CEE (Central & Eastern Europe). More 

recently, the firm lost banking lawyers Tomasz 

Ostrowski and Nicholas Coddington to 

White & Case. 

Despite the internal troubles that have 

beset the firm’s banking practice, it has been 

involved in some leading instructions. The 

firm continues to advise the CIECH Group 

on their debt refinancing, which involves sixteen 

lenders and on the preparation of an 

ideal debt financing structure. The agreement 

entails a €185 million refinancing loan, a 

€25 million revolving loan, and a €75 million 

investment credit from the European 

Bank for Reconstruction and Development 

(EBRD). 

Furthermore, the firm was involved in a 

high profile €500 million syndicated loan to 

Telekomunikacja Polska, the leading Polish 

telecom company. Notably, nineteen banks 

participated in the syndicate as lead 

arrangers/book runners. The firm also advised 

Westdeutsche Immobilien Bank on the 

investment financing for Rockspring 

TransEuropean Property Limited Partnership 

IV’s €47 million acquisition of the Ferio 

Shopping Centre in Konin. 


Grzegorz Namiotkiewicz 

Jan Zdzienicki 

CMS Cameron McKenna Dariusz 

Greszta Spólka Komandytowa 

Of late, CMS Cameron McKenna Dariusz 

Greszta Spólka Komandytowa’s grip on the 

second tier has loosened as the firm has lost 

some traction on the market. “The team is 

very shaky; it’s changing all the time. Based on 

my experience the quality of the work is pretty 

low and this is not my complaint because 

I’m a lawyer, but these were complaints of the 

clients saying that they don’t have a commercial 

approach and as far as I see they’re mostly 

involved in pretty low profile real estate 

financing. I have never seen them in a bit 

more sophisticated financings. I know they’re 

advising to one of the Polish energy groups 


3/444 


but this is due to the fact that the energy team 

is advising them,” says one rival. No doubt, 

the firm’s banking division has been hit by the 

departure of Marek Król. “I would say that 

the most experienced lawyer from Cameron 

McKenna left the firm that may have some 

influence, however, I don’t want to say that 

somebody who will replace him in that position 

won’t be even more effective than Mr 

Król,” another competitor says. 

Nevertheless, the firm is still large and is 

known for its strong Central and Eastern 

Europe (CEE) network. Furthermore, it has 

been involved in some high profile instructions. 

In a deal worth over €3 billion, the 

firm advised one of the leading investment 

companies in the CEE on the financing of its 

offer to the State Treasury for the purchase of 

shares in one of the largest energy companies 

in the country, Energa. This is one of the 

largest privatisations in Poland and is to be 

financed by consortiums of leading international 

financial institutions. This ended in the 

signing of an extensive term sheet for the 

financing. Additionally, the firm is advising a 

consortium of three banks, UniCredit 

London, ING and UniCredit Bank Austria on 

the €52 million acquisition financing of a 

Polish company. 

Led by the multi-disciplinary expertise of 

Dominika Uberman, CMS Cameron 

McKenna Dariusz Greszta Spólka 

Komandytowa’s banking arm will be looking 

to stabilise and reclaim market share. 


Matgorzata Chrusciak 

Dominika Uberman 

Salans 

Salans is building market share fairly rapidly. 

The firm secures a place in the second tier this 

year as it continues to strengthen its team with 

notable hires and is also attracting some interesting 

mandates. There is no doubt that the 

firm has the capacity to handle finance matters. 

The firm’s banking division comprises 

one of the biggest finance departments on the 

market consisting of ten lawyers. When the 

banking division is combined to form the 

firm’s banking and finance team, its lawyers 

extend beyond 20. “[It is] a pretty strong team 

right now. The practice is pretty profitable 

and I think the size does not show everything 

but it shows that there’s a group of clients 

which are really happy working [with it],” says 

one partner. 

In the last twelve months, the firm has 

been involved in some notable instructions. 

The firm assisted Deutsche Bank 

Luxembourg on the restructuring of €200 

million in German law loans granted by a 


consortium of major banks to one of the 

world’s leading manufacturers of carbonbased 

products. Furthermore, supported by 

its teams in Prague, Moscow, and New York, 

Salans Warsaw successfully closed a syndicated 

financing of €111 million, granted by a 

syndicate of Polish banks including Bank 

Pekao, RBS Bank Polska, Bank Zachodni and 

RBS to the AmRest Group for acquiring, 

developing, managing and owning restaurants 

offering swift dining services. 

The firm’s real estate arm has been 

strengthened by the hire of Pawel Debowski 

and his team from Clifford Chance. “Mr 

Debowski, who was responsible for the real 

estate sector, moved to Salans, taking also a 

huge part of the banking & finance work,” 

says one partner, adding: “As you can imagine, 

real estate needs a lot of money, a lot of lending, 

he [Debowski] is perceived by the market 

as a master of changes and moves, he’s taking 

his clients and he’s taking his team.” Apart 

from regional coverage, Salans maintains close 

ties to Freshfields Bruckhaus Deringer, 

Shearman & Sterling, Orrick and 

NautaDutilh and often works with them as 

local counsel on important cross-border transactions. 


Michal Mezykowski 

Mateusz Toczyski 

Wojciech Zielinski 


Wspólnicy 

Linklaters C Wisniewski i Wspólnicy has a 

solid practice and consolidates its position as 

one of the stronger banking practices in the 

second tier. Looking ahead, the firm has the 

potential to be a serious contender for a place 

in the top tier. “I think to be quite frank and 

honest, I think Linklaters deserve more than 

tier two. I would say and I hate to say, you 

know, good things about competition but I 

think they are better than all the others in tier 

two,” says one competitor, adding: “It’s a 

small but pretty consistent team.” Another 

partner says: “This is a very small team, however, 

they’re quite good and visible on the 

market and you can see them on the other 

side of the transactions,” says another peer, 

adding: “And they’re not desperate which is 

also good.” Nevertheless, other market commentators 

see the firm as experiencing problems 

in Eastern Europe and feel that this has a 

bearing on the Polish practice. 

On account of his skill, Jarostaw Miller is 

an individual who has developed a solid reputation. 

“Clients appreciate him very much 

because he’s really a wise person and a good 

lawyer,” says one peer. 

In the last twelve months the firm has 

received some notable instructions. It advised 

Eurohypo and ING in relation to a €325 million 

facility for the acquisition of nine shopping 

centres across Poland by the GE Capital 

Real Estate Polish Retail Fund. This was the 

biggest single real estate financing transaction 

in Poland since 2004. Moreover, in the first 

ever reserve-based lending transaction on the 

Polish market, the firm is presently advising 

Crédit Agricole and a consortium of banks on 

a €278 million loan to PGNiG Norway. The 

firm was also involved in the highest-value 

performing loans sale in Poland thus far when 

it advised HSBC Bank Polska on the sale of its 

€300 million consumer loans and credit cards 

receivables to Alior Bank. 


Jaroslaw Miller 


Partners 

“Tier two is the right position for Norton 

Rose,” says one partner, adding: “In Norton 

Rose there are two lawyers who are running 

independent businesses and they have very 

recognised clients and I saw the quality of 

their work, it’s very high, so I think that tier 

two is definitely okay for them.” 

The firm punches above its weight and has 

established a solid reputation on the market. 

When asked the hypothetical question of 

which firm one would choose to represent 

them on a banking transaction, one partner 

said: “I would choose Norton Rose.” 

However, there has been talk that the firm’s 

reputation is upheld by its strength in 

London. “Norton Rose it’s a pretty much 

small legal firm in Warsaw just because of the 

fact that Norton is a very reputable firm in 

London it’s in that tier which I do not agree,” 

says one rival. 

Grzegorz Dyczkowski is described by peers 

as “a wise lawyer” and has been active in all of 

the team’s significant mandates. The firm 

advised BRE Bank, the Polish subsidiary of 

Commerzbank, with regard to a tender 

process connected to the disposal of a nonperforming 

consumer loans portfolio branded 

mBank and MultiBank. The total face value 

of the portfolio was €150 million and the 

price offered is one of the highest for a nonperforming 

loan portfolio in the history of the 

Polish market. Additionally, the team advised 

RBS on a sale of PKN Orlen’s mandatory 

crude oil stocks worth approximately €209 

million. The firm is also currently advising a 

leading international financial institution 

with regard to the €279 million financing of 

crude oil strategic reserves. 

2012 EDITION


3/445 


Grzegorz Dyczkowski 



The past 12 months has seen White & Case 

W Danilowicz W Jurcewicz I Wspólnicy in a 

period of transition. The firm’s banking practice 

has undergone significant changes with 

the loss of Lech Gilicinski and with Jacek 

Czabanski’s move to counsel. “Jacek 

Czabanski, he’s an extremely decent lawyer 

still, but I think he’s stopped practicing and 

he’s of counsel,” says one partner, with another 

adding: “White & Case has had a lot of 

changes. Lech Gilicinski left and his team 

partly followed him and are partly looking for 

a job on the market, generally the situation at 

White & Case has totally changed. The whole 

team is no longer as influential as they used to 

be.” 

Nevertheless, the firm has brought in 

English law qualified local partners Nicholas 

Coddington and Tomasz Ostrowski from 

Clifford Chance. “White & Case, it’s a completely 

different firm now. Most of the banking 

team has left except for Galuszynski and 

they had a couple of new additions. So I think 

if they prove themselves it is going to be a 

pretty good firm,” says one partner, adding: “I 

think they’ll find good replacements.” 

This year, the firm acted for BNP Paribas, 

Deutsche Bank and KfW IPEX-Bank, as lead 

arrangers in the financing of the Gealan 

Group in relation to its takeover by Halder. 

Additionally, the firm represented Wola Park, 

a luxury shopping center owned by the AEW 

Group, in the structuring of a current LBBW 

credit refinancing for €99 million through 

subrogation repayments made by new banks, 

Société Générale and Erste. This also included 

an increase of credit in view of financing construction 

works at €26 million. The firm is 

also involved in the restructuring of €502 

million financial liabilities of Celsa Huta 

Ostrowiec. This is inclusive of 22 foreign and 

domestic financial institutions, including 

EBRD (European Bank for Reconstruction 

and Development), UniCredit, BRE Bank 

and DNB. 


Piotr Galuszynski 


i Wspólnicy 

Banking is not the strongest area for Poland’s 

Baker & McKenzie Gruszczynski i Wspólnicy, 

nevertheless the firm retained its position in 

the third tier with a steady stream of mandates. 

One the deals that kept the firm in thye 

leading group saw it involved in the Bank of 

China’s €900 million financing to a 

Hungarian chemical holding, where is advised 

on the establishment of a security package 

over Polish assets of the Hungarian borrower. 


Dewey & LeBoeuf Grzesiak is renowned for 

its M&A and capital markets strength and the 

the banking and finance arm of the firm often 

benefits from the big deals in its sister departments. 

“Out of the firms not really focused on 

banking & financing they do some work in 

this,” is one peer’s quite guarded comment. 

Looking at its deals, the firm advised on a 

€744 million LBO financing in relation to 

Cyfrowy Polsat’s plan to acquire Telewizja 

Polsat. Moreover, in mid-2011 it was advising 

a group of twenty Polish and international 

banks, including BRE Bank, Raiffeisen Bank 

Polska, EBRD and UniCredit, with regard to 

the refinancing of the Polish steel plant Celsa 

Huta Ostrowiec. 


Gide Loyrette Nouel’s strong banking and 

finance practice lands the firm a place in the 

third tier this year. 

“Well you know the fact that they work for 

French clients means they must be doing a 

good job. [They’re getting] instructions from 

French clients so they get the credit,” says one 

partner referencing the firm having cornered 

the Francophone market. 

The firm has had an active year in transactional 

and regulatory matters and continues to 

build market share. The Warsaw office advised 

Commerzbank and Deutsche Bank 

Luxembourg in connection to the €16 billion 

financing granted to companies from the 

Continental group. It also acted as borrower’s 

counsel to Energa and advised on a €200 million 

credit facility granted by European Bank 

for Reconstruction and Development 

(EBRD). 


Hogan Lovells Warszawa’s banking and 

finance team provides advice on a variety of 

lending transactions as well as capital markets 

matters and this year the firm attracted some 

interesting mandates. 

In one deal, Rafal Grochowski and 

Elzbieta Rablin-Schubert advised Wroc_aw 

2012 on the financing of one of four stadiums 

constructed for the FIFA Euro 2012 Football 

Championships. To this end, the investment 

facility stood at €101 million and the VAT 

Facility of €22 million. The firm also advised 

Bank Polska Kasa Opieki and Nordea Bank 

Polska on a €169 million refinancing facility 

and guarantee limit agreement. 


Soltysinski Kawecki & Szlezak has had a solid 

year and has been particularly active in acquisition 

finance. 

“They are helping some of the Polish 

clients,” says one peer. 

The firm advised Azora Europa I and 

Azora Europa II real property investment 

funds on two separate €22 million financings 

for the acquisition of property in Warsaw and 

Kraków. It also advised on the Polish part of 

the €584 million and €333 million restructuring 

of the indebtedness of Technicolor / 

Thomson group. An important element of 

the firm’s banking and finance practice focuses 

on financial regulation, where it provides 

outside counsel advice on banking and financial 

regulatory issues to Polish and international 

financial institutions. 

Squire Sanders Swiecicki 

Krzesniak 

Squire Sanders Swiecicki Krzesniak’s lawyers 

receive stellar feedback from the market. 

“They have a few really good lawyers,” says 

one partner, “Tomasz Stawecki, he’s a really 

recognised person in Poland and when I was a 

student I was reading his books on banking 

and finance. I really appreciate his opinions 

because he’s a practitioner but at the same 

time he’s a professor at the university so he has 

a mixed background. I observed them [the 

firm] in a very sophisticated transaction and 

their legal skills were very good and their 

clients were very happy”. 

Peter Swiecicki is another lawyer drawn 

out for praise. “Peter Swiecicki is a really 

excellent expert in the field of banking. He 

has twenty-five years of experience, he was [a 

key] advisor after the collapse of communism 

in Poland and he was advising to various ministries, 

and he’s a really excellent lawyer,” says 

a peer. 


Wardynski & Partners is one of the strongest 

local firms and it received some notable 

instructions over the last twelve months. 

Among these the firm advised mezzanine 

lenders on the debt restructuring of a transport 

company. This was connected to one of 

the major LBO financings in Poland in the 

recent years as sponsored by a major international 

private equity fund. The firm also 

advised R & R Group on the €425 million 


3/446 


cross-border refinancing of existing debt with 

a credit facility and bond issuance. 


Weil Gotshal & Manges has a very strong capital 

markets practice that helps shape its banking 

and finance capabilities. 

In the last year, the firm advised the ITI 

Group and its subsidiary Polish Television 

Holding, in connection with the prepayment 

of the €240 million outstanding principal 

amount of its consortium facility that was 

extended by Polish banks led by Bank Pekao. 

The early repayment was funded using the 

proceeds from the €260 million of 11% 

Senior Secured Notes due on 15 May 2017. 


Wierzbowski Eversheds has been bolstered by 

the addition of Lech Gilicinski from White & 

Case to the team. 

In terms of deals, the firm advised key 

client Telekomunikacja Polska in connection 

with the negotiation of a €100 million 

revolving credit facility agreement with a syndicate 

of Polish and international banks. It 

also advised the same client in relation to a 

€500 million revolving credit facility agreement 

signed with a syndicate of Polish and 

international banks. 

Chadbourne & Parke 

Radzikowski Szubielska i 

Wspólnicy 

In the coming editions, Chadbourne & Parke 

Radzikowski Szubielska i Wspólnicy is a firm 

to watch out for. This year it received a major 

boost with the recruitment of Marek Król, 

who now co-heads the banking department. 

“They are developing their office so I’m sure 

they will be quite competitive for us and also 

for other firms because it seems from how 

they act on the market that they try to aggressively 

approach the market. They try to gain 

good projects so we shall see what the time 

will show...what we see more than we hear 

from the clients is that they are approached by 

Chadbourne... it seems they are building not 

only their client but also their lawyers portfolio,” 

is one competitor’s reaction. 

The firm is receiving some notable instructions 

and recently advised Potnów-Adamów- 

Konin power plant in regard to the €240 million 

refinancing of an investment facility 

granted by a consortium of banks. The firm 

also acted for a large automotive company on 

the restructuring of its liabilities towards 

Polish commercial banks for €500 million. 


Linklaters 

Newly established by former Linklaters managing 

associate Anna Kycia and Grzegorz 

Kycia, Kycia Law firm is a banking boutique 

focused on property finance, restructuring 

and project finance. Of late, the firm advised 

five banks, including Bank Polska Kasa 

Opieki and Deutsche Bank in the restructuring 

of ?12.5 million loans provided to the borrower. 

Furthermore, the firm advised Bank 

Polska Kasa Opieki in the ?19 million secured 

loan for financing the development of stages 3 

and 4 of a 4 stage residential project. 

Spaczynski, Szczepaniak i 

Wspólnicy 

Spaczynski, Szczepaniak i Wspólnicy’s banking 

and finance practice was involved in the 

financing of the PGE Polska Grupa 

Energetyczna bond issue with regard to the 

purchase by Banca Infrastrutture Innovazione 

e Sviluppo (BISS) of bonds issued by PGE 

during 3 years. The total value of the programme 

was €2,5 billion and BISS’ share 

stood at €500 million. The firm also advised 

Ever Wind Polska, a wind energy company, 

on its €4 million financing from Bank 

Zachodni and in the establishment of a set of 

collaterals. 


Szczesniak Attorneys-at-Law 

Led by Wojciech Baranski, DeBenedetti 

Majewski Szczesniak Attorneys-at-Law represented 

the borrower, one of the leading entities 

on the European market of ethanol fuel 

components, in negotiations with regard to 

the grant of a credit facility by a foreign bank 

and carrying out negotiations with a consortium 

of commercial banks necessary for the 

financing of major agricultural company. 

Mergers and acquisitions 


Tier 1 




Tier 2 







Wspólnicy 

Tier 3 


i Wspólnicy 




Salans 

Tier 4 

Gessel 




In the last 12 months, the M&A industry 

continued to grow and activity on the whole 

has been much healthier in Poland. “I think 

it’s moving from quiet optimism somewhere 

towards vibrant optimism,” says one partner, 

with another adding: “I would say the M&A 

market is back to normal or even better than 

before the slowdown, this includes a lot of 

activity on the private equity side.” Market 

commentators have also observed a pickup in 

private equity as the willingness to buy has 

resurfaced. “There is much more activity. 

Clearly private equity houses are much more 

active, it includes the firms which are established 

here and which are much bigger than 

local private equity houses. They have more 

targets of this size which is of interest to 

them,” says one partner. Furthermore, there is 

also a growing number of mid-size or bigger 

Polish privately held entities, which have 

proved interesting for both financial and 

strategic investors. “One may say that this 

movement has been started by private equity. 

There are some opinions on the market that 

most of the private equity houses started the 

thing about raising new funds and there are 

some internal obligations towards how much 

money you need to spend from the existing 

funds in order to be able to start raising new 

funds,” says one partner. 

Another significant trend has been the 

State Treasury’s drive to privatise state owned 

2012 EDITION


3/447 

enterprises. “Many countries adopted very 

rigid, very strict fiscal policies, increasing taxes 

[and] taking some other tough measures. [In] 

Poland, this year is election year, so the Polish 

government was very reluctant to adopt the 

same sort of measures. So, what they tried to 

do is to breach [the] budgetary gap by some 

other financial sources and accelerated privatisation 

of state owned companies,” says one 

partner. 

This drive has not only occurred on the 

Warsaw Stock Exchange, as one partner 

explains: “It’s not just [the] capital markets; 

they were also selling assets in trade sale structures. 

So basically, one can say that both public 

and private M&A lawyers were deemed to 

be very busy within the last twelve months. I 

don’t remember any period where it was 

stopped except for Christmas.” 

The energy sector is well represented by 

these privatisations. “It’s true, privatisation 

has been focused on energy in the last twelve 

months and it’s not over yet. Infrastructure 

goes without saying [and] telecoms,” says one 

partner. Renewable energy is latent and will 

duly develop, however, the coal-fired industry 

is predominant in Poland and there is a perceived 

shortage in traditional energy. 

Therefore, priorities lie in developing hard 

coal power plants. In other sectors, there has 

been some small privatisations in pharmaceuticals 

and some private equity activity in the 

food sector and healthy movement in the consumer 

market retail business. 

The financial sector has also been a source 

of M&A activity. In retail banking we have 

observed Raiffeisen Bank’s €490 million 

acquisition of a 70% stake in Polbank and 

Santander bank’s €3 billion takeover of Bank 

Zachodni WBK. The penetrative force of foreign 

capital in Poland’s banking sector is 

among the highest in Europe. As a result, foreign 

and international owners that suffered in 

the crisis but had relatively healthy Polish 

assets decided to improve balance sheet and 

cash flow primarily by selling Polish assets. 

“We see is a shift of power in this sector, so 

Santander is one of the big winners of the turmoil. 

So [it’s] a question whether other winners 

would be so acquisitive and so ready and 

willing to expand because they are rather cautious,” 

says one partner. 

The immediate future also looks very 

promising. Zygmunt Solorz-Zak the Polish 

billionaire agreed to buy Polkomtel, the country’s 

second largest mobile phone operator at 

€3.8 billion. Importantly, this will be 

Poland’s largest ever LBO and the largest in 

Europe since 2007. “There is one deal that is 

probably going to be the largest leveraged 

buyout in Europe. It’s a deal consisting of ten 

deals and it spans everything from the most 

intricate financing to the simple financing to 

the mergers the whole thing.” 

Generally, the nature of M&As in Poland 

is friendly. However, in recent times, Eurocash 

attempted a hostile takeover of Emperia. “All 

of a sudden, a hostile takeover appeared which 

is a sign of a very mature market,” one partner 

says. 


This year, Clifford Chance breaks into the top 

tier. Among notable private equity houses 

such as Advent, Montagu and Innova, 

Clifford Chance is deemed a first choice. 

“Clifford is predominantly involved in private 

equity deals. It’s inherently part of M&A,” 

says one partner. Market commentators have 

been in general accord as to where the firm 

should stand. “Clifford Chance should be in 

tier one. They have participated here and have 

been very active in the market”, says one partner. 

“I believe Clifford Chance are coming up, 

says another partner. 

The English law capability of the firm 

proves a strong advantage for it as it continues 

to attract high value mandates. The firm 

advised Polski Koncern Naftowy Orlen, one 

of the shareholders of Polkomtel, on the 

intended transfer of its 25% stake in 

Polkomtel. The sale process includes all the 

shareholders and all the shares are valued at 

€4.5 billion. Additionally, the firm advised 

EPH in the privatisation process of two Polish 

leading energy groups, namely Enea at €1.25 

billion and Energa at €1 billion. 

Furthermore, the firm advised Lotos 

Petrobaltic on the takeover of the remaining 

59.41% stake in a Lithuanian upstream firm, 

AB Geonafta, as well as on obtaining a credit 

facility for the transaction from Nordea Bank 

Finland Lithuania Branch and Nordea Bank 

Polska. The firm also advised Royal Unibrew 

with regard to the transfer of its Polish brewing 

assets to the Polish independent brewer, 

Van Pur in return for a 20% share in the 

enlarged group. 


Nick Fletcher 

Agnieszka Janicka 


Very few can challenge Dewey & LeBoeuf 

Grzesiak’s dominance at the top of the rankings 

in M&A. The firm has developed a 

sound reputation for privatisations, restructurings 

and takeovers of public companies in 

Poland. Additionally, in line with the rise in 

private equity work, the firm is also involved 

in big ticket private equity deals. “Dewey benefit 

hugely from their combined M&A and 

ECM practice. So in fact they leverage,” says 

one partner, adding: “I think they benefit 

from their approach to the ECM practice 

being part of M&A. But they definitely operate 

at the very top of the market.” 

The firm acted for Cyfrowy Polsat in the 

€938 million acquisition of 100% of shares 

in Telewizja Polsat and the planned increase of 

the client’s share capital. This included the 

issue of subscription warrants and the conclusion 

of a loan agreement for financing the 

acquisition of the shares. Additionally, the 

firm advised Raiffeisen Bank International on 

its €490 million acquisition for a 70% share 

in Polbank EFG, the Polish banking branch of 

the Greek bank EFG Eurobank Ergasias. 

On the private equity side, the firm 

advised Innova Capital on a €46 million 

acquisition of 100% of shares in Libet from 

Tarmac via an LBO. Additionally, the firm 

advised the same clients on an equity investment 

made by EBRD (European Bank for 

Reconstruction & Development) and WCP 

Cooperatief in Meritum Bank. The investment 

eventually added up to €34 million, 

which the bank uses to expand its activities, 

complete its restructuring and develop new 

products. The firm also advised Enterprise 

Investors in the €57 million acquisition of 

the minority stake in X-Trade Brokers DM. 


Pawel Bajno 

Lejb Fogelman 

Jaroslaw Grzesiak 


In the last twelve months, Weil Gotshal & 

Manges’ corporate and M&A team has not 

only been generating volume, but also acted 

on some high value deals. “Weil is a great firm 

and has a great name also for being extremely 

strong in the ECM,” says one partner. The 

M&A practice of the firm, like Dewey & 

LeBoeuf Grzesiak, benefits from the strength 

of its equity capital markets practice. “I think 

the experience was very good in terms of an 

Eastern European law firm,” says one client, 

adding: “The Eastern European comparison is 

excellent. There’s a difference between 

London law firms and Eastern Europeans 

both in terms of general quality of output and 

consistency of advice”. 

In a high profile M&A deal in the financial 

services sector, the firm advised Bank 

Zachodni, Poland’s fifth largest bank, with 

regard to the sale of a 70.36% majority stake 

in its client, held by Allied Irish Banks, to 

Santander for €2.9 billion. Additionally, the 

firm advised PGE Polska Grupa Energetyczna 

Capital Group, the largest energy holding in 

Poland, on the consolidation of its capital 


3/448 


group for the purposes of optimising the 

group’s operational efficiency and management. 

Valued at €1.4 billion, the consolidation 

included around 40 mergers within 

PGE’s capital group. The firm was also 

involved on the largest privatisation of a rail 

freight company in Europe when it acted for 

PKP in relation to its pending auction sale of 

its cargo division, PKP Cargo valued at €745 

million. 


Pawel Rymarz 

Pawel Zdort 


Allen & Overy A Pedzich consolidates its 

position in the second tier as the firm maintained 

a steady workflow this year. Reflecting 

market trends, the firm was involved in some 

notable private equity mandates and will look 

to build upon this base to push for higher 

places. Clients hold Jacek Michalski in high 

regard. “He is very seasoned and extremely 

calm, which is unusual for a lawyer,” says one 

client, adding: “He doesn’t have a very big 

ego. He makes very appropriate comments. 

He is composed and professional.” 

The firm was involved in the largest ever 

private equity transaction in Poland when it 

advised Montagu Private Equity, a leading private 

equity company in Europe; on the acquisition 

of Emitel, a leading terrestrial analogue 

radio and TV broadcast infrastructure and 

digital multiplex operator. “[It was] the largest 

private equity deal in Poland, the sale by 

TPSA, the telecom company, of its radio and 

TV transmission system to private equity 

Montagu,” says one peer. Jarostaw Iwanicki 

was also responsible for advice in connection 

to the acquisition of Aster from Mid Europa 

Partners by Liberty Global. 

Furthermore, Allen & Overy advised 

Indorama Ventures, a publicly listed Thai 

company, on its acquisition of two PET and 

PTA manufacturing operations in Indonesia 

and Poland from the SK Chemicals Group, a 

Korean conglomerate. The transaction is one 

of the first to be considered under the new 

Indonesian merger-filing regime and is also 

one of the first where the share purchase 

agreement pertinent to shares in a Polish company 

was governed by Singaporean law. The 

firm also advised Innova with regard to the 

acquisition of 70% shares in Marmite 

International, a leading European manufacturer 

of cast marble sanitary products. 


Jaroslaw Iwanicki 

Jacek Michalski 



i Wspólnicy 

Market commentators have noted a decrease 

in the visibility of Baker & McKenzie 

Gruszczynski i Wspólnicy’s on the M&A market. 

“I haven’t seen Baker across the table on 

the major deals that we’ve been doing. I 

haven’t seen Baker that much,” says one partner, 

with another adding: “Baker, they do a lot 

of small deals. A volume of smaller deals but 

not the sort of top tier deals.” Nevertheless, 

the firm has had a steady year with a couple of 

high value deals and holds on to its position in 

the second tier. 

This year the firm advised Atrium 

European Real Estate with regard to the €170 

million acquisition of CH Promenada in 

Warsaw. In a high value private equity deal, 

the firm advised Penta Investments on the 

€380 million sale of a leading Polish convenience 

store business, Zabka Polska, to Mid 

Europa Partners. 

The firm has also been active in the healthcare 

sector and advised PineBridge 

Investments on its acquisition of a 50% shares 

stake in Promedica Group, an entity providing 

homecare services to the elderly. This 

comes with an option to purchase a further 

25% in a year and a half. Additionally, the 

firm is currently advising Fresenius Medical 

Care on the Polish aspects of its acquisition of 

100% shares in Eurodial. 


Marcin Gmaj 

Tomasz Krzyzowski 


The large practice of Domanski Zakrzewski 

Palinka climbs up into the second tier this 

year as it continues to preserve market share 

and occupies a unique space among Polish 

domestics. “They have quite a big practice but 

they are like some of the domestic firms in 

France, in Spain and focus mostly on domestic 

deals and again small and mid market,” 

says one peer, adding: “In some jurisdictions 

[in] some of the rankings they make [a] difference 

between big deals, mid and small 

deals. I do understand that Poland is not 

mature enough to make this distinction, but if 

you look at the firms, sometimes it’s difficult 

to compare because it might be well the case 

that Domanksi in terms of number of completed 

deals is much better than Weil Gotshal 

for example but they’re simply operating in a 

slightly different market.” 

“I’m not sure if Domanski Zakrzewski 

Palinka don’t deserve tier two at least,” says 

another partner, adding: “They are not just 

very big; they have a couple of very good 

lawyers, Zakrzewski being one of them. I really 

respect this firm. It’s big so there are better 

people and worse people but I think they are 

more active.” 

The firm has been very busy this year and 

advised Trakcja Polska on the €194 million 

acquisition of shares in Tiltra Group and AB 

Kaubo Tiltai from Lithuanian investors. The 

firm also advised Noble Bank on the €35 million 

acquisition of shares in Allianz Bank 

Polska from the Allianz Group. Furthermore, 

in high value deals, the firm advised PLL LOT 

on the sale of a 100% stake in LOT Services 

and LOT Catering. The firm is currently 

advising Polska Grupa Energetyczna on the 

€67 million acquisition of shares in 

Komunalne Przedsiebiorstwo Energetyki 

Cieplnej from the City of Bydgoszcz. 


Piotr Andrzejczak 

Marek Swiatkowski 

Krzysztof Zakrzewski 


Wspólnicy 

Linklaters C Wisniewski i Wspólnicy is one to 

watch out for. The international brand is 

threatening the top tier as it rapidly builds 

market share. Peculiarly, this assessment is not 

one that is shared by peers of the firm. “I’m 

not sure about Linklaters. I came across all 

others which I mentioned but I’ve not heard 

that they were that active last year and this 

year,” says one partner, with another adding: 

“We don’t really come across them that often, 

following their decision to step back from 

CEE (Central & Eastern Europe). Obviously, 

we do come across them in our banking deals 

and full credit to them for that, but you know 

we don’t see them that often on M&As.” 

Nevertheless, the firm has bolstered its corporate 

team with a number of recruits, its deal 

list is impressive and it has been involved in 

some of Poland’s biggest-ticket mandates. 

The firm advised Allied Irish Bank in one 

of the biggest M&A transactions of 2010, the 

€3 billion sale of its 70.36% shareholding in 

the listed Polish Bank Zachodni WBK to 

Santander. Furthermore, the firm acted for 

the Polish State Treasury on the €2.5 million 

settlement of the largest corporate dispute 

ever in Poland. This was in regard to Deutsche 

Telekom’s takeover of the remaining stake in 

PTC, a leading Polish mobile services 

provider. Additionally, the firm advised 

Industry Funds Management on the €1 billion 

acquisition of the largest private portfolio 

of district heating networks in Poland, owned 

by Veolia Environnement’s arm Dalkia 

International 

2012 EDITION


3/449 


Jolanta Tropaczynska 



The 15 strong White & Case W Danilowicz 

W Jurcewicz I Wspólnicy M&A department 

has had a solid year with a steady flow of work 

especially in private equity. “White & Case 

became more active recently,” says one peer, 

adding: “It’s because Witold Danilowicz, he’s 

not [the] managing partner anymore at White 

& Case Warsaw office. He’s a much more 

active practitioner and Danilowicz is a really 

great practitioner.” However, other commentators 

on the market held a contrasting view. 

“White & Case, they have done a couple of 

transactions last year but we were wondering 

whether it’s a question of some reputation or 

some legend about this firm in Warsaw when 

putting them in tier one [sic] rather than 

three,” says one partner. “In my mind they are 

clearly a different type of practice to Dewey & 

Weil. White & Case I mean on the M&A side 

again I haven’t seen them that often across the 

table,” says another partner. 

Despite mixed reports of increased activity, 

low visibility and/or perceived aggrandisement, 

the firm has been active and was 

involved in a very high profile private equity 

transaction. The firm advised 

Telekomunikacja Polska on its €426 million 

sale of TP EmiTel, a subsidiary of the network 

operator, to Warsaw-based Kapiri 

Investments, owned by Montagu Private 

Equity. Additionally, the firm represented a 

private equity fund, Eton Park Capital 

Management, on the €158 million public 

tender announced for 100% of the outstanding 

shares of Ruch, a leading Polish newspaper 

retailer listed on the Warsaw Stock Exchange. 

The firm also advised Zlomrex, the largest 

steel manufacturer and distributor in Poland, 

on the €50 million sale of Cognor’s assets in 

Poland to ArcelorMittal Steel Poland. This 

also included a €33 million sale of shares in 

Cognor Stahlhander to Vienna-based funds. 


Aneta Hajska 

Marcin Studniarek 


Soltysinski Kawecki & Szlezak is another wellrespected 

domestic firm. It retains its place in 

the second tier and has been involved in some 

interesting mandates. “Soltysinski I think they 

are active but probably on smaller deals,” says 

one competitor. The firm has had another 

solid year; however, some warn that this may 

be subject to change. “Professor Soltysinski 

who is a great lawyer is semi-retired and basically 

there is no M&A big star there,” says one 

competitor, adding: “[This is] the reason for 

Soltysinski Kawecki & Szlezak being less 

active, less visible.” 

Nevertheless, the firm has been involved in 

some interesting high value instructions, 

including advice to Elektrim in a €1.3 billion 

deal that ended one of the most complex and 

longest running corporate disputes in Poland. 

The deal entailed the sale of 51% of Polska 

Telefonia Cyfrowa to Deutsche Telekom. 

Additionally, the firm advised Kulczyk 

Investments on the purported privatisation of 

ENEA, one of Poland’s largest energy suppliers. 

With estimates ranging from €1.3-2.6 

billion, the deal could have been one of the 

largest LBOs in the region and one of the 

largest privatisations ever in Poland. 

Moreover, the firm also advised a European 

credit institution on the attempted €500 million 

acquisition of Polbank. 


Marcin Olechowski 

Stanistaw Soltysinski 

Chadbourne & Parke 

Radzikowski Szubielska i 

Wspólnicy 

2010 marked the 20th anniversary of 


i Wspólnicy in Poland. The firm had originally 

played a notable role in the early privatisation 

process and in developing Poland’s market. 

In more recent times, led by W_odzimierz 

Radzikowski the firm advised Neapco 

Holdings, a leading manufacturer of automotive 

propeller shafts, on the acquisition of 

Tedrive Poland, a Polish producer of driveshafts, 

suspension springs and aluminium 

castings. The firm also advised Veolia Voda, a 

provider of water and wastewater services, in 

the process of acquiring a 33% stake in Aqua, 

a company operating water supply and wastewater 

treatment services, from United 

Utilities. 


Led by Marek Wroniak, the corporate and 

M&A department of Hogan Lovells 

Warszawa strengthened its practice with a 

number of recruits through 2010-11. 

Meanwhile in deal-terms, the firm advised 

BRE Bank on the acquisition of Polfactor and 

Transfinance. Moreover, it also advised BZ 

WBK AIB Towarzystwo Funduszy 

Inwestycyjnych on the sale of shares of two 

Polish companies, Sawa Apartments Wilanów 

and Sawa Wilanów. 

Salans 

Salans’ corporate/M&A practice had a busy 

year and will be pushing for a higher ranking 

in the near future. The firm advised on the 

single biggest M&A deal in Poland last year, 

representing Vivendi in the €1.4 billion sale 

of PTC shares to Deutsche Telekom and 

assisting in the settlement of an eleven-year 

dispute, fought in several countries, in which 

Vivendi received total compensation of €1.25 

billion. 

Elsewhere, Salans advised IK Investment 

Partners, a Pan-European private equity firm, 

on its acquisition of Agros Nova, a leading 

diversified food and drinks company in 

Poland. The deal was a rare large private equity 

LBO in Poland. 

Competitors describe the firm as “very 

active” in the market. 


Gide Loyrette Nouel was active in 2010-11 

with a number of notable instructions. 

Helping it along the way, the firm advised 

Dalkia International and Dalkia Polska on the 

sale of a minority stake in Dalkia Polska to 

Industry Funds Management (IFM). It also 

advised on the contribution of IFM’s shares in 

Dalkia _ód_ to the share capital of Dalkia 

Polska. 

Another deal saw it advise KGHM Polska 

Mied_ on the establishment of a €50 million 

joint venture with Abacus Mining & 

Exploration, a Canadian mining company. 

This was in order to explore and exploit 

deposits of copper and precious metals as part 

of the Afton-Ajax project in Kamloops, 

Canada. Importantly, it is the first ever Polish 

investment in Canada. 

“Gide became more visible in M&A compared 

to the previous year,” says one peer. 


Partners 

Norton Rose Piotr Strawa and Partners’ corporate 

practice lacks the bite of its banking 

arm, nevertheless over the last twelve months 

the firm has had a steady stream of mandates. 

In one, it advised the acquiring company, 

Nestle Polska, in its merger with Alima- 

Gerber, the largest Polish baby food manufacturer 

which saw Nestle Polska become the 

100% owner of Alima-Gerber. Furthermore, 

in mid-2011 the firm was advising Itaipava 

Holding on the acquisition of the entire 

shared capital of companies located in six 

jurisdictions. These companies are ultimately 

owned and controlled by Tyco International. 


3/450 



Led by Judith Gliniecki, Wierzbowski 

Eversheds advised Chesapeake in its €25 million 

acquisition of all of the shares of a major 

Polish printing company, Cezar. 

In another significantly instruction, the 

firm was in mid-2011 representing 

TeliaSonera in respect of its bid to purchase 

the shares of Polkomtel. This is one of the 

highly anticipated M&A transactions in the 

CEE region for 2011. 

Prof. Marek Wierzbowski and 

Partners 

Prof. Marek Wierzbowski and Partners 

advised supermarket chain Dino on the €50 

million sale of 49% of its shares to the Polish 

Enterprise Fund VI, a private equity fund 

managed by Enterprise Investors. The firm 

also advised Ipopema 3 Fundusz Inwestycyjny 

Zamkniety Aktywów Niepublicznych on the 

merger of Iglotex with Iglokrak, which is 

owned by private equity house Penta 

Investments. 


Szczesniak Attorneys-at-Law 

DeBenedetti Majewski Szczesniak Attorneysat-Law 

is advising a German strategic investor 

in the privatisation process which involves the 

acquisition of a majority stake of shares in a 

heavy industry state-owned company. 

Pawel Ciecwierz, Wardynski & 

Partners 

Led by Pawel Ciecwierz, Wardynski & 

Partners corporate ability is not as strong as its 

financial aptitude. Nevertheless, the firm has 

been involved in some notable instructions. It 

advised a prominent Scandinavian and 

European supplier of industrial coatings in its 

acquisition of a Polish manufacturer of paints 

and varnishes. As a result, one of the foremost 

players in the Polish metal paints market was 

established. Furthermore, in a quasi joint venture, 

the firm advised a Finnish based international 

service company (dealing in information 

and product flow management) in the 

process of its acquisition of two Polish companies 

active in outsourcing services. 

Garrigues 

The highly reputable Iberian Peninsula firm 

Garrigues’ M&A practice is driven by Carlos 

Rapallo in Warsaw, and is a strong choice for 

Spanish and Portuguese clientele. This year, 

the firm advised in a €120 million Spanish 

takeover of a Polish company with an arrangement 

in Luxembourg. Additionally, Carlos 


Rapallo and Maciej Gaca were involved in a 

?14 million acquisition of a Polish public 

company. 

Spaczynski Szczepaniak i 

Wspólnicy 

Led by Jacek Klimczak, Spaczynski 

Szczepaniak i Wspólnicy M&A practice will 

be looking to enhance its market share. The 

firm advised Debt Trading Partners on its 

€7.5 million takeover and in setting up a 

joint venture, Debt Trading Partners SKA, by 

a financial investor and managers recruited 

from leading banks. The firm dealt with the 

securitisation of bank receivables and its ensuing 

vindication 

Weremczuk Bobel & Partners 

Led by Lukasz Bobel, Weremczuk Bobel & 

Partners is a firm that specialises in middle 

market M&A transactions. The firm helped 

its client, a WSE listed company, in the acquisition 

of shares in a joint-stock company and 

a limited liability company. The firm also 

acted for the buyer, a German investor, in a 

wide range of matters. It negotiated the terms 

and conditions of the purchase of shares, prepared 

the SPA and all the corporate documents 

necessary for the effective purchase of 

shares (including post-closing activities). 

e|n|w|c Natlacen Walderdorff 

Cancola 

The Austrian firm e|n|w|c Natlacen 

Walderdorff Cancola is looking to enhance its 

market share in Poland. Ewelina Stobiecka 

heads the firm’s M&A department and she 

was involved in the provision of advice to 

Mango in its takeover of a business unit in 

Poland to expand its presence on the Polish 

market. Moreover, Katarzyna Woroszylska 

advised S+B in a €12 million asset deal over 

prime location real estate in Warsaw city centre. 

Such work included support during the 

bankruptcy proceedings of the seller, direct 

transfer of the purchase price to the creditors 

of the seller and the release of impediments on 

the real estate. 

Noerr 

Noerr has been strengthening its M&A team 

with a spate of junior hires this year. 

Department heads, Dr Christoph Spiering 

and Arkadiusz Ruminski were involved in the 

provision of advice to Questico, the leading 

service provider for interactive life, on the 

acquisition of the German and Polish business 

of its competitor Viversum. The deal was 

arranged as a merger to create the market 

leader in Europe. The firm also advised 

Weltbild on the acquisition of a Polish publishing 

company and media retailer, Swiat 

Ksiazki. 

Project finance 


Tier 1 





Tier 2 



Tier 3 





Salans 


White & Case W Danilowicz W Jurcewicz i 

Wspólnicy 


Tier 4 


Gleiss Lutz 


K&L Gates Jamka 

Noerr 


In the last 12 months, energy and infrastructure 

have dominated discourse on project 

finance in the Polish legal market. However, 

practitioners are quick to point out that project 

finance is a relatively new concept in 

Poland. “It’s very true to say that at the 

moment the experience on the project finance 

side in Poland is pretty limited and in particular, 

I guess when you look at the Polish 

banks, they are not that sophisticated to cope 

with the financing on a project finance basis. 

It is very difficult and very often international 

banks are involved,” says one partner. 

Other commentators communicate their 

dissent with regard to the classification of project 

finance. “People will tell you that it’s project 

finance but the classical project finance is 

not happening here, the classical project 

finance is still a rarity here,” says one partner 

adding: “Project finance is [at] a very very 

beginning stage. There were already several 

times that it happened over the years but very 

few of those. I can assure you that if you have 

a list of thirty law firms, there were maybe six, 

seven firms involved, but the remaining twenty 

did not even lick it.” 

2012 EDITION


3/451 

Renewable energy is still a relatively small 

sector in Poland but it is generating momentum 

and holds much potential. “Due to the 

fact that Poland is part of the European 

Union, [the] Polish government is obliged to 

generate approximately 12% of the total production 

of the energy by renewable sources. 

At the moment some rough estimation says 

that only a little bit above 1% of such energy 

is produced by renewable sources,” says one 

partner. 

This year, the market saw EBRD 

(European Bank for Reconstrcution & 

Development) and a number of commercial 

banks engage with the €136 million financing 

of Poland’s biggest wind farm to date. The 

120MW wind farm in the municipality of 

Margonin, north of Poznan is sponsored by 

Portugal’s EDP Renováveis (EDPR). 

In traditional energy, the Polish power 

market is divided into a few large integrated 

companies. These energy groups have huge 

balance sheets and low-level debts. As a consequence, 

they have few problems in obtaining 

financing in the European bond markets, 

or by simple corporate lending and so they are 

less inclined to go down the project finance 

route. 

The PPP (public-private partnership) 

model has been subject to some intense 

debate in Poland and conflicts of interest has 

prevented it from being as effective as purely 

state or private projects. “PPP is a good slogan 

but in practice I don’t observe that it’s an efficient 

way of financing infrastructure,” says 

one partner. Another says: “PPP legislation 

was changed like one year ago and it’s actually 

just entering into force in terms of practice. 

Still I think in Polish public philosophy it is 

considered dangerous because of potential 

criminal responsibility so they are not very 

keen to use this form of financing.” 

Poland is playing host to the Euro 2012 

football championships. With regard to this, 

there is not too much scope for the private 

sector. “On the infrastructure side for 2012 

there’s a lot going on. There’s plenty of projects 

happening, not only motorways but also 

waste or the utilities at government or municipalities 

level. The thing, which is not making 

us utterly happy as lawyers, is that the vast 

majority of this is financed by government 

spending and EU funding,” says one partner. 

“You wouldn’t see even the EBRD or EIB 

(European Investment Bank) or similar multinational 

financial institutions wandering 

around doing this type of transaction because 

it’s with government money,” one partner 

says. 


Allen & Overy A Pedzich sits comfortably on 

top of the rankings for yet another year. The 

firm owes much of its project finance proficiency 

to its excellent banking practice, which 

casts itself as clear market leaders. “I mean 

A&O is definitely project finance,” one partner 

emphasised. “A&O is again the only thing 

I can comment on this is that they are the 

leader in this, in banking,” says another partner. 

In fact, this has been the recurring theme 

to discussion centred on the firm’s project 

finance practice. “Look at tier one there’s 

Allen & Overy and the guys are very strong 

from the banking side definitely, so they know 

how to finance a project finance transaction. 

On the other hand, I’m not quite sure if they 

have a big projects team or if both teams are 

integrated,” one partner says, with another 

adding: “The trouble with this is it depends 

what the other firms are calling project 

finance. I think A&O, their position is probably 

almost based on one deal, which is 

Betchatów. But they are also appointed as EIB 

(European Investment Bank) council for this 

Margonin deal which is project finance.” 

The practice has been strengthened by the 

arrival of Kacper Samptawski, senior associate. 

A qualified Polish legal adviser, Kacper 

joins the practice from the post of deputy 

director in the Ministry of Regional 

Development and general legal counsel for the 

Operational Programme Infrastructure & 

Environment. 

In the last 12 months, the firm has been 

very active with regard to project finance. As 

alluded to earlier, the firm advised the EIB on 

financing the design, construction and operation 

of a new 120MW wind farm in the 

municipality of Margonin, north of Poznan. 

So far, this is the largest project financing of a 

wind farm in Poland. It also makes an important 

contribution to helping Poland reach its 

stated goal of generating 20% of electricity 

from renewable sources by 2020. 

Additionally, under a €20.8 million credit 

facility, in one of only two bio-fuel financings 

in Europe to date, the firm advised the same 

clients with regard to part of the construction 

of Bioagra’s biofuel production plant 

‘Goswinowice’ in Poland. The firm also 

advised Bank Pekao, BRE Bank and EBRD 

(European Bank for Reconstruction and 

Development) on refinancing a credit facility 

for Elektrownia Patnow II. This was for the 

construction and operation of a 441MW 

(net) lignite-fired power plant in Patnow. 


Tomasz Kawczynski 

Arkadiusz Pedzich 


Clifford Chance is the big winner this year. 

After displaying consistency and attracting 

some of Poland’s most significant mandates, 

the firm succeeds in securing itself a place in 

the top tier. The firm’s success is also measured 

by its large inter-disciplinary team, which 

gathers experts across the pertinent fields. “In 

tier two I saw several major project finance 

projects made by Clifford Chance so I would 

consider moving them to the higher position,” 

says one partner, adding: “Clifford 

Chance’s Jan Zdzienicki was always doing 

good project finance [work].” 

The firm has been involved in some of the 

market’s highest profile deals this year. It 

advised EBRD (European Bank for 

Reconstruction and Development) and a 

number of commercial banks in the €136 

million financing of Poland’s biggest wind 

farm to date. The 120MW project in the 

municipality of Margonin, north of Poznan is 

sponsored by Portugal’s EDP Renováveis 

(EDPR). The project was co-financed by the 

European Investment Bank. 

Additionally, the firm was involved in one 

of the largest project finance transactions supported 

by the Polish ECA (export credit 

agency). Moreover, it was the first syndicated 

facility into Russia governed by Polish law and 

fully underwritten by Polish Banks. The firm 

advised BRE Bank, Bank Gospodarstwa 

Krajowego and Raiffeisen Bank Polska in relation 

to the €70 million project financing for 

OOO Avielen, a project company set up to 

develop a hotel and office building at Pulkovo 

Airport in St Petersburg. Construction work is 

being led by Unibep, a leading Polish construction 

company. The financing is supported 

by the Polish export-credit agency, KUKE. 

The firm also advised PWK, a SPV (special 

purpose vehicle) established by several municipalities 

and a water and sewage company, to 

invest in the water and sewage infrastructure 

in the towns and villages neighbouring the 

city of Bydgoszcz. The overall deal value stood 

at €80 million. 


Daniel Kopania 

Grzegorz Namiotkiewicz 

Jan Zdzienicki 

CMS Cameron McKenna Dariusz 

Greszta Spólka Komandytowa 


Spólka Komandytowa has clearly developed a 

solid reputation on the market. “Cameron 

McKenna is usually met in project finance 

transactions,” says one partner. The firm 

retains its place in the first tier this year amid 

claims that it has lost market share. “Always 


3/452 


surprising me is Cameron McKenna, I think 

maybe it’s because their energy teams are 

active. But project finance is very surprising 

for me especially since the people who’re really 

specialising in project finance left Cameron 

McKenna two years ago, it was Mr Michat 

Zieniewski,” says one partner. Another partner 

states: “Cameron McKenna, they are weak 

in finance but they focus more on the commercial 

side and they gain. I think they had 

one or two deals in the power sector for 

Tauron. But they are for me very strong in 

energy.” The firm is renowned for its energy 

practice and is currently involved in three 

energy projects, each valued at over €1 billion. 

Marek Durski is an individual that has 

been drawn out for praise. “Marek Durski, 

he’s a young guy, he’s one of the bigger names, 

if he’s not a star already he’s definitely a rising 

star. Pretty good, well respected by clients, 

quite reasonable and we’ve worked with him 

on the other side. A good guy,” says one peer. 

By the firm’s high standards, it has not 

been very active in project finance this year. 

Nonetheless, it has been involved in one of 

the significant mandates on the market advising 

a consortium of Polish banks organized by 

Raiffeisen Bank Polska on the first biofuel 

installation in Poland. It helped the consortium 

on the restructuring of Bioagra, one of 

the leading entities on the European ethanol 

fuel components market, with a €20.8 million 

refinancing and restructuring of two 

credit facilities granted by a consortium of 

Polish banks within the original €105 million 

financing. The financing was provided by the 

European Investment Bank. 


Matgorzata Chrusciak 

Marek Durski 

Dominika Uberman 


Wspólnicy 

Linklaters C Wisniewski i Wspólnicy has had 

a strong year and on the back of strong transactions 

and recommendations from commentators 

the firm moves into the second tier. The 

small team is rewarded for its consistency and 

its ability to attract high value transactions. 

“Linklaters are definitely active and have experience 

in project finance,” says one partner. 

“You should put Linklaters higher because if 

they do something they are always pretty 

good,” says another. 

Led by Jarostaw Miller, the firm continues 

to advise Bank Pekao, Bank PKO BP and the 

EBRD (European Bank for Reconstruction 

and Development) on the €475 million project 

bond financing for the construction and 


operation of a LNG (liquefied natural gas) regasification 

terminal in Swinoujscie, Poland, 

the first in the country. 


Jaroslaw Miller 


Weil Gotshal & Manges retains its place in 

the second tier this year as the firm continued 

to attract high value mandates, predominantly 

in the energy sector. However, questions of 

the firm’s adeptness at financing raised eyebrows 

since competitors generally perceive the 

firm as being much more astute in capital 

market and corporate matters. “Why [is] Weil 

Gotshal there? I mean they’re excellent in 

ECM and absolutely top spot for ECM and 

M&A, but why for project finance? I haven’t 

seen them on any project finance transactions,” 

one partner says, with another adding: 

“Weil Gotshal...they are very good in corporate 

things but in banking they have one 

young person who is trying to manage everything 

but it’s not easy.” 

“Weil Gotshal in project finance that’s a bit 

surprising,” says yet another partner, adding: 

“Weil is there presumably because of the 

Betchatów financing. That was the financing 

under the project finance structure”. While 

such feeling was widespread, it was not unanimous. 

As one partner says: “Weil Gotshal, I 

think it might be okay.” 

Despite market feeling, the firm has been 

involved in some interesting mandates. The 

firm is currently advising Energa, Poland’s 

fourth largest power group, in connection 

with the €1.6 billion financing of the construction 

of a new 1000 MW coal-fired power 

plant in Ostroleka. With regard to this project, 

the firm recently finalised the execution 

of a €3 billion long-term coal supply agreement 

between Energa and the Bogdanka coal 

mine. 

Additionally, the firm continued to advise 

PGE GiEK with regard to the €879 million 

financing of the construction of a new electricity 

generating plant in Betchatów. This 

included the earlier repayment of part of a 

debt refinancing loan granted by Nordic 

Investment Bank and the restructuring of the 

security package. 


Artur Zawadowski 


i Wspólnicy 

In project finance, Baker & McKenzie 

Gruszczynski i Wspólnicy is one of the 

stronger tier three firms. It had a busy year in 

connection to renewable energy and the 

Warsaw office extended its experience in the 

project finance formula. 

The firm has been very active in the 

financing of wind farms and recently advised 

Raiffeisen Bank Polska, DNB Nord Bank 

Polska, Bank Zachodni WBK and PKO BP 

with regard to the €61 million and €44 million 

financing for the development of 24MW 

windfarms in _ukaszów and Modlikowice. 


Wardynski & Partners drops down a tier this 

year as market commentators observe 

decreased visibility on the project finance 

front. 

“It’s unusual for me that Wardy_ski is in 

project finance at tier two because we don’t see 

them so much in the transactions but we had 

of course a few chances to work with them 

and they’re really really good lawyers,” says 

one peer. 

In the last twelve months, the firm advised 

Bank Pekao on the €7.5 million financing of 

an office development in Warsaw. Moreover, 

the firm also advised BZ WBK bank on the 

€20 million financing of a residential development 

in Poznan. 




Wspólnicy continues to build market share. 

The firm is advising the European Bank for 

Reconstruction and Development (EBRD) in 

regard to the €345 million financing of for 

the construction and operation of a combined 

cycle gas turbine unit in Stalowa Wola Heat 

and Power Plant. 

Additionally, the firm provided Windbud 

with legal advice in connection to wind farm 

projects in Poland, including a legal due diligence 

review of a number of wind farms in 

Z_otów, Piastów, Sucharzewo, Niestronno 

and Bronis_aw. 


Wierzbowski Eversheds is the big mover this 

year. On recommendation from market players, 

the firm enters the rankings into tier 

three. “I would stick them in tier three or tier 

two,” says one partner, adding: “They took 

over the role for the government. They advise 

constantly the Polish road authority that’s 

responsible for commissioning all the infra- 

2012 EDITION


3/453 

structure related to roads. And they’re pretty 

good”. 

The firm was appointed by Warsaw City 

Council to their panel of four firms for major 

new advisory frameworks covering all publicprivate 

partnerships (PPP) to be procured in 

the city over thirty-six months. The firm was 

also arranging the €300 million financing for 

the investment programme carried out by 

Warsaw Trams. The loan facilities were signed 

with the European Investment Bank (EIB) 

and European Bank for Reconstruction and 

Development (EBRD) and will be used to 

finance the modernisation of the tram system 

in Warsaw. 

Partner Krzysztof Wierzbowski was supporting 

the General Directorate for National 

Roads and Motorways in twelve project 

finance, PPP and public procurement projects 

related to Polish toll roads and expressways 

and the firm negotiated and redrafted finance 

documents for Fersa Energias Renovables in 

regard to a loan granted for financing the construction 

of a wind farm in Poland. 


Szczesniak 

Led by David DeBenedetti, DeBenedetti 

Majewski Szczesniak Attorneys-at-Law 

attracted some interesting mandates last year. 

In the largest structured finance transaction in 

Poland in 2010, the firm advised an international 

financial institution in its provision of 

funding to a Polish company to invest in its 

core business. The firm also advised a consortium 

of banks, an international and Polish 

bank, on a syndicated loan granted to a big 

production company in the food sector. 


Hogan Lovells Warszawa has been active with 

regard to the finacing of infrastructure projects 

through “project bonds”. The firm 

advised Bank Polska Kasa Opieki on the €57 

million private placement of secured bonds 

issued by Port Lotniczy Wroc_aw, to implement 

the project of the expansion and modernisation 

of Port Lotniczy Wroc_aw under 

the investment plan for 2010-2013. This is 

important for developing Polish transport in 

preparation for Euro 2012. 

Furthermore, the firm advised Bank 

Gospodarstwa Krajowego in the €40 million 

private placement of secured bonds issued by 

Miejskie Zak_ady Autobusowe, a public 

transport company in Warsaw, aimed at 

financing the purchase of 168 buses. 

Noerr 

Noerr kept its name on the circuit with some 

notable deals, one of which saw the firm 

advise on the setup of an offshore windmill 

farm in Poland in the Polish economic zone of 

the Baltic Sea 


In one exemplary deal of 2010-11, Soltysinski 

Kawecki & Szlezak advised Eko Energy in the 

€64 million financing of the construction 

and installation of a 41.4 MW wind farm near 

Kobylnica. 


3/454 Poland 

Rondo ONZ 1 

00-124 Warszawa 


Tel: +48 22 557 7600 

Fax: +48 22 557 7601 

Email: dzp@dzp.pl 

Web: www.dzp.pl 

Managing partner: Krzysztof A. Zakrzewski 

Other offices: Poznan, Wroclaw, Torun, and Lodz 

Firm profile: 

DZP is the largest law firm in Poland. Its reputation 

and brand is the result of over 18 years' experience 

in providing legal advice. With its team of over 140 

lawyers working under the supervision of 24 

partners, DZP provides services through its 

headquarters in Warsaw and 4 other local offices. 

DZP handles complex international projects for 

both Polish and foreign companies. Among its 

clients are companies starting up operations, 

medium sized firms, and international corporations 

and their Polish branches from almost all sectors and 

specialisations. To realise its aim to be the leading 

independent Polish law firm with an international 

range, the law firm has built up an extensive 

network of relationships with foreign law offices. 

DZP has for many years now taken first place in the 

rankings of law firms compiled by the leading Polish 

dailies Rzeczpospolita and Gazeta Prawna. 

Areas of practice: 

As DZP's team is made up of specialists in all fields 

of law, the firm can offer clients a professional 

approach to finding solutions to even the most 

complex issues. DZP's services include mergers and 

acquisitions, capital markets, private equity funds, 

foreign direct investment, project financing, 

banking, tax and real estate. The firm's work for 

clients is carried out by multi-task teams. To meet 

clients' needs, DZP has also set up specialist teams 

providing advice to foreign clients in their mother 

tongue. 

Languages spoken: 

English, German, Russian, French, Spanish, Italian 

and Polish. 


2012 EDITION

Poland - IFLR1000

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