POLAND Trends and Developments Contributed by: Agnieszka Janicka, Krzysztof Hajdamowicz, Tomasz Szekalski and Karol Kulhawik, Clifford Chance LLP
Condition of the Polish capital market For many years, investor sentiment regarding the Warsaw Stock Exchange (WSE) was driven primarily by the privatisation of state-owned enterprises. How - ever, in the mid-2010s, the number of IPOs declined significantly. The IPO market now remains relatively inactive, and in recent years there has been a strong trend toward delisting, driven by factors such as low valuations (which attract tender offers from industry investors or private equity funds), increased regula - tory requirements, and the associated costs of being a listed company. As a result, the Polish market has recently witnessed some landmark public M&A transactions, particularly in the IT sector. Seasoned Polish companies appear attractive to financial investors – who may be inter - ested in developing these companies further after the completion of the delisting process – as well as to international strategic players. Moreover, press releases about potential IPOs of some of the largest Polish corporations are seen as signs of a possible revival of the IPO market. This trend was especially evident in 2024, when the WSE experienced one of the largest IPOs in its history, which was also among the largest in Europe in that year. This transaction has been expected to foster positive sentiment toward the WSE, which may in turn reduce sellers’ general appetite for exiting through private strategic transactions. Conversely, the ability to exit via the WSE may serve as a positive factor for financial investors when making their investment decisions. Developments in the regulatory framework Poland continues to align with the global trend of heightened regulatory scrutiny, driven by ongoing geo - political tensions, economic uncertainty, and evolving EU policy. In 2026, investors must navigate not only traditional merger control but also increasingly robust FDI and FSR regimes. Regulatory sign-off remains a complex process, particularly for cross-border trans - actions and those involving strategic sectors or large international targets. Despite these developments, Poland’s regulatory environment remains comparatively open and prag -
matic, especially relative to some other European jurisdictions. While scrutiny has increased, the author - ities have generally sought to balance national secu - rity and economic interests with the need to attract foreign investment. Most sectors remain accessible, but investors should expect more detailed and time- consuming regulatory reviews, particularly for high- profile or sensitive deals. Early and comprehensive regulatory and antitrust due diligence is now essential for deal certainty and tim - ing. Investors are advised to engage with regulators proactively and to factor in longer timelines for obtain - ing clearances. FDI Temporary FDI restrictions introduced during the COVID-19 pandemic, which were previously extended to July 2025, have now been made permanent for cer - tain sectors and types of investors, particularly those from outside the EU/EEA/OECD. Enhanced scrutiny applies to acquisitions involving public companies, critical infrastructure, and companies operating in reg - ulated industries. Investors should anticipate ongoing changes to the FDI regime, including the possibility of further sectoral expansions and increased transpar - ency requirements. The FSR The Foreign Subsidies Regulation (FSR) has become a more prominent consideration in Polish M&A, par - ticularly for large-scale transactions involving multina - tional parties. The FSR applies to the acquisition of an EU target with EU-wide turnover exceeding EUR500 million if the acquirer and the target received “financial contributions” of more than EUR50 million from “third countries” during the previous three financial years. The European Commission has increased its enforce - ment activity, and the notification thresholds remain unchanged, but the market has seen a growing num - ber of investigations and interventions. While the FSR still primarily affects the largest deals, so its impact on Polish M&A is still limited, its practical impact is now better understood, and parties are incorporating FSR risk assessments into their transaction planning from the outset. Polish targets with significant internation - al operations or those that have received substantial
1029 CHAMBERS.COM
Powered by FlippingBook