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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 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.

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.

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 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.

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.

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.

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.

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

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.

Soltysinski Kawecki & Szlezak is another well-respected 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.

2010 marked the 20th anniversary of Chadbourne & Parke Radzikowski Szubielska 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' 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.

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.

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 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 Zamkni_ty Aktywów Niepublicznych on the merger of Iglotex with Iglokrak, which is owned by private equity house Penta Investments.

DeBenedetti Majewski Szczesniak Attorneys-at-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.