IFLR 1000
The Guide to the World's Leading Financial Law Firms

"Towards the third and fourth quarter [of 2010] we have seen an uptick in activity. We have also seen transactions coming back to normal – not really a distressed background but rather strategic deals," is one lawyer's assessment of the last year in Austria. This positive trend towards straight M&A is verified by others: "I would guess the wave of distressed work is dying out now," says one.

Necessity, however, is often still the catalyst for transactions. "In the energy sector there has been quite some activity. Some very large players are pulling out of markets not because they are strategic but because they just need cash now," says one lawyer. The IT, biotech, pharmaceutical and financial services sectors have also been cited as areas of activity. The latter is one area M&A lawyers concur is rife for consolidation. Nationalised bank Hypo Group Alpe-Adria teeters on the brink of default and Erste Bank has already put large assets up for sale.

Growth in M&A in Austria is picking up, albeit slowly. There are not enough significant transactions to satisfy the larger firms but there has been a flurry of deals in the mid-market to content the smaller ones. "The market is mixed. It's not absolutely bad or depressed," says one lawyer. "There are big ticket deals going on and I think it's more or less the same on all sides with private equity [and] with private M&A."

The good news for the market is the re-emergence of private equity houses in the first half of 2011. "It's still a seller's market. But if one has a good asset there's a lot of interest from private equity investors," says one lawyer. "They are becoming more active again." Another partner agrees: "They are still cautious but there is light at the end of the tunnel."

The depth of talent at Freshfields Bruckhaus Deringer's Vienna office is apparent from recommendations the team's three leading layers receive. Konrad Gröller, in particular, who is ranked as a leading layer for the first time, is consistently praised and described as "a younger partner and quite successful," by one peer, while another says: "He is involved in all the big transactions." Thomas Zottl is also singled out: "We like him very much, he is pragmatic," says one M&A partner. Willibald Plesser, the senior figure, is also widely admired.

As part of the long-awaited merger of Volkswagen and Porsche, partners Günther Horvath, Maria-Theresa Pflügl and Gröller advised the shareholders of the sports car manufacturer's Salzburg operations, who exercised the put option to sell the business to Volkswagen in a €3.3 billion deal.

Private equity houses are active again in the region and the firm were involved advising One Equity Partners (OEP) on its acquisition of a majority stake in Austrian packaging manufacturer Constantia. The deal involved the firm's Vienna, Frankfurt and Amsterdam offices and included a squeeze-out option allowing OEP to sidestep the mandatory takeover bid that would normally be triggered. The seller, Constantia's Dutch holding company, will retain a 25% stake in the manufacturer by a reinvestment through a Dutch joint venture.

The firm was also active in the technology field, advising Hutchison 3G Austria (H3G) on the sale of its telecommunication network operating lease to ZTE, a Chinese equipment provider. The sale allowed for a technology upgrade to prepare H3G's network for 4G services and a cost and tax optimisation for the funding of the infrastructure investments for the company.

Schonherr's top tier status is undisputed by peers, with one asserting: "They are clearly the country's leading M&A practice and Christian Herbst is the main guy." Clients commend the firm's M&A team for its responsiveness: "They deliver within the shortest possible time," says one.

The firm's prominence in the market is reflected by the diverse range of public and private deals it has been mandated on recently, three of which closed in excess of €1 billion.

On one of the most anticipated mergers in the region, partners Martin Ebner and Sascha Hödl, who one client praises as a "deal-maker who is always pushing for solutions", advised Volkswagen on their €3.3 billion acquisition of Porsche Holding Salzburg. The deal was concluded in March 2011 but the merger of the two companies is not expected to be completed until 2012.

In a multi-jurisdictional private equity exit, Herbst headed the team acting for US firm Advent on the €1.3 billion sale of Takko, a German fashion retailer, to British private equity group Apax Partners. Herbst also acted for Intel in its $1.4 billion acquisition of Wireless Solutions from Infineon.

Peers suggest that the team has a good selection of personalities for every deal scenario: "They provide a range of characters. Sometimes you don't want to wear white gloves," says the lawyer, while another highlights Stephan Frotz in particular: "We see him a lot and he is very good lawyer."

Though competitors questioned how active new managing partner Christoph Lindinger is since his promotion, a client contradicted this, saying: "I like the law firm because the managing partner works himself, he is not only drinking coffee. The first transaction we did together was 13 years ago but I always have the impression that he still likes what he's doing and that's why he's so good at it."

Competitors are quick to remark on the size of Wolf Theiss' M&A team: "They have grown aggressively and successfully," says one lawyer. Others see this size as an issue for the firm, claiming in the downturn that it has struggled to find sufficient work to satisfy its large workforce and "feed a lot hungry mouths".

There is no question about the M&A team's quality though and no dispute over the its ranking. "A good firm, they are very active. I think recently there has been a little bit of a downsizing, which wasn't very much publicised, but that should not impair their quality in terms of M&A capability," says one partner.

Name partner Richard Wolf is seen as the leading M&A lawyer at the firm and last year he led a team acting for Erste Bank Austria on its €500 million acquisition of a majority stake in Intermarket Bank, which has subsidiaries across the CEE (Central & Eastern Europe).

Another deal of note saw the firm act for Reval.com a corporate financial risk management service on its acquisition of ecofinance Finanzsoftware & Consulting, an Austrian management systems provider in central Europe. Christian Mikosch also conducted due diligence on behalf of the US bidder.

One ongoing transaction that could be worth €500 million sees the firm advising Solar Invest, the sponsor of an 80MW photovoltaic park in Sicily, on all forward sales.

One client sums up the Binder Grösswang's M&A team succinctly: "They have broad range of experience and they are technically competent." Of the team, partner Thomas Schirmer is highlighted by peers, but Gottfried Gassner is commended by clients: "For me Gottfried would stand out," says one, "He was dealing in quite a complicated area where we needed advice and he knew the law and was very organised."

A-Tec Group's €800 million insolvency, the third largest bankruptcy in Austria's history, is going to create a great deal of work for M&A lawyers as the company is stripped of its assets. In December 2010 Binder aided construction company Andritz in its acquisition of one of the group's insolvent subsidiaries, Austrian Energy & Environment.

Squeeze-outs are popular in Austria since the implementation of the EU Takeover Directive and the firm advised steel company Voestalpine on such an action against minority shareholders at newly acquired manufacturer Böhler-Uddeholm in a deal worth €4.5 billion.

In other notable work, Gassner and name partner Michael Binder advised GrECo, an insurance broker, on its sale of a 20% share to the Jardine Lloyd Thompson Group. More recently, Schirmer advised DCC Energy Group on the purchase material assets from Top Oil Reitinger in April 2011. The sellers managing director now fulfils the same role at DCC.

The corporate practice at Cerha Hempel Spiegelfeld Hlwatai is slightly overshadowed by its leading capital markets practice. Clients appreciate the team's pragmatic approach: "They are never overdoing things and they give precise and concise information that can be transferred easily to the work." While another appreciates its cost conscious nature: "They helped where their services were required and not to maximise fees."

Turkey is a growing market that is attracting investors and in December 2010 Clemens Hasenauer and Johannes Prinz advised long-standing client OMV, the Austrian oil and gas group, on a €1.3 billion share purchase in Turkish energy supplier Petrol Ofisi. The deal gives OMV a controlling stake with a 95% share. The same partners also acted for OMV on the $865 million purchase of Tunisian exploration and production assets from Pioneer Natural Resources, a US oil and gas company.

Another substantial deal saw Albert Birkner advise Austrian construction company Strabag on its €1 billion joint venture with French company Lafarge to create Lafarge Cement. The deal gives Strabag a 30% stake.

On the private equity side, Thomas Trettnak worked with French firm Gide Loyrette Nouel advising Pages Jaunes (Yellow Pages France) on its acquisition of Austrian web-based company 123people. It was the first major cross-border acquisition undertaken by the French company by Pages Jaunes.

The firm has also been active on several notable corporate restructurings recently including that of Telekom Austria on the restructuring of its operations across the CEE (Central & Eastern Europe). The team also advised Raiffeisen Zentralbank Österreich (RZB) and Raiffeisen International Bank-Holding (RI) in the corporate restructuring of RZB group where the former's corporate business was merged into RI.

Clients pick up on Dorda Brugger Jordis' full service approach: "They have a comprehensive understanding of our needs for legal, tax and finance issues." Another was impressed with the M&A team's commitment: "We had special needs to do with the board of directors and other complex issues and they handled these well."

Though some competitors say founder and name partner Christian Dorda was less present on transactions recently, clients remain impressed with his work: "He is very responsive, very in to the topics, very up to speed and reliable," says one, "he's is probably the most corporate minded lawyer I've met. It's probably the result of 35 or 40 year career in advising companies on M&A."

It might be assumed that the firm's cross-border capabilities would be slightly hamstrung by the lack of a cohesive CEE (Central & Eastern Europe) network but clients suggested that the firm's network of alliances is equally as effective.

Partner Martin Brodey is seen as one of the leading figures in the corporate team but Andreas Mayr is highlighted for his expertise in public M&A. The latter along with Jürgen Kittel and Tibor Varga acted for Conwert Immobilien Invest, a residential property company, on its €181 million takeover of ECO Business-Immobilien, a business property provider. The team also advised Conwert on the €80 million acquisition facility provided by Barclays Bank and the issue of a €135 million convertible bond to Austrian and international institutional investors used finance the deal.

Brodey meanwhile advised Miba Friction and Miba Steeltec, clutches and brake component developers, in acquiring machinery and material in Germany and Poland from Hoerbiger Antriebstechnik and Hoerbiger Automotive, manufacturers of automobile parts.

Practice head of the team at CMS Reich-Rohrwig Hainz Peter Huber is extremely well-respected by the market while the team is seen as small but effective. "CMS has a very fine M&A team headed by Peter Huber. They have always, over the last few years, been involved in a lot of the big deals and it is always very high quality M&A work," says one lawyer.

Huber has been active on the majority of the firm's prominent deals including advising private equity group Petrus Advisers and construction group Strabag on the acquisition a 20% shareholding in public real estate group Conwert. The €100 million sale made the consortium Conwert's largest shareholder. Advising the buyer again, Huber assisted Ilim Timber, a Russian wood processor, on the €150 million purchase of production facilities from Klausner Group, an Austrian timber supplier.

On the seller side, Huber advised European Financial Group (EFG) on the €490 million sale of a 70% stake in EFG Polbank to Raiffeisen Bank International.

Another notable deal saw Johannes Juranek advise French energy company Alstom on the Austrian aspects of its €2.3 billion joint acquisition of the power transmission and distribution arm of Areva, with Schneider Electric.

"I thought they were excellent," was one client's assessment of Fiebinger Polak & Leon. Name partner Peter Polak is active on all the firm's notable M&A work and last year he advised Qualcomm on the acquisition of various intellectual property rights for augmented reality technology from an Austrian corporation as part of the establishment of Qualcomm's first research centre in Europe.

Polak also acted for the US-based Montana Tech Components which bought-out the private equity house shareholder Beteiligungs-Invest. This involved advising on a capital increase and the securing of mezzanine funding through Romanian Universal Alloy Corporations Europe.

The firm was also active advising package delivery service TNT on the sale of its 50% stake in joint venture Redmail to the Styria Media Group.

The firm's team was slightly reduced in August 2010 when partner Martin Gaggl moved in-house at Credit Suisse.

Baker & McKenzie in association with Diwok Hermann Petsche has been active recently according to commentators although most insist this is in the mid and small-cap market. However the firm was involved on the buy side of an $855 million deal with partners Gerhard Hermann and Mario Gall advising Knowles Electronics in conjunction with several other law firms, on the purchase of the sound solutions business line of NXP Semiconductors.

Another notable deal saw the firm act for Daifuku on the acquisition of a minority stake in Knapp in October 2010.

"It's really a difficult situation there," remarks one lawyer when considering DLA Piper Weiss-Tessbach. "In traditional strategic M&A they are less viable than they used to be," says another M&A partner.

The insolvency of A-Tec has provided work for the firm recently as it has acted on the acquisition of several of the bankrupt groups subsidiaries. Partner Max Becker advised Doosan Heavy Industries & Construction on the purchase of the Indian boiler manufacturer AE&E Chennai Works for €20.5 million in January 2011, while Christoph Mager advised the Swiss engineering company StarragHeckert Group on the acquisition of the German based Dörries Scharmann for €70 million in February.

The firm was also active on the cross-border €2.5 billion merger of public companies Partygaming and bwin entertainment, listed in London and Vienna, respectively. Partner Christian Temmel advised Partygaming in conjunction with Freshfields London, on Austrian law.

Another notable deal saw partner Phillip Dubsky advise investor TA Associates on the acquisition of a stake in Austrian dental group Amann Girrbach from Alpine Equity Management.

One partner praises e|n|w|c Natlacen Walderdorff Cancola for providing a good client-focussed service. "Mr Cancola is a very good lawyer. He provides excellent service."

The firm has been active on several public deals. In November 2010, name partner Raimund Cancola advised Reclay Österreich on the acquisition of a 90% stake of another packaging disposal company, UFH Verpackung Systembetreiber. Cancola also advised a consortium on the acquisition of a majority 89% share in OMV Wärme Vertriebs, a subsidiary of OMV oil and gas.

Ranked for the first year, Fellner Wratzfeld & Partner appears on the back of unanimous market opinion and a significant level of activity. Competitors are, however, quick to point out that the firm occupies a very specific niche in the market. "I respect them a lot, we see him [Markus Fellner] a lot in distressed transactions," says one lawyer and another agrees: "On straight M&A we do not see them much. They come in on the distressed angle and often on the bank side."

In line with the market name partner Markus Fellner advised on several deals, born out of the need to raise capital, including OMV on the sale of its subsidiary OMV Wärmevertriebs to a bank consortium in 2010. The oil and gas company retained an 11% stake. Fellner also advised on the sale of 130 Austrian gas stations and its Italian subsidiary, which consisted of 100 gas stations.

Also in the energy sector, a team advised another Austrian oil and gas company, Rohöl-Aufsuchungs, on acquiring a 26% interest in the Polish oil and gas exploration company Saponis from BNK Petroleum.

Fellner was also active on the restructuring of Constantia Privatbank, which involved a structured selling process of the bank's assets. In order to minimise risks, Fellner engaged the 'bad bank' principle for the first time in Austria. The bad bank held all risks and nonperforming loans on the part of Constantia Privatbank so the business could be sold without any risk for the purchasers.

Graf & Pitkowitz is active in the sphere of green energy. In two ongoing deals, the firm is advising a Danish industry group in the acquisition of a majority interest in an Austrian enterprise and assisting two European energy companies in setting up a joint venture for the acquisition of green energy enterprises in Romania and Bulgaria.

Competitors say Skadden Arps Slate Meagher & Flom's Vienna office is predominantly active on the Austrian aspects of deals carried out by the firm's international offices.

Last year the firm advised Citigroup Global Markets as financial advisor to Raiffeisen International Bank-Holding (RI) on its corporate restructuring that saw it merge with its own subsidiary Raiffeisen Zentralbank Österreich (RZB).