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

"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.

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.

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 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.

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, long-term 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".

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.

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.

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.

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 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 and listing of the Warsaw Stock Exchange on its own trading platform.

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 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.

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.

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.