Gleiss Lutz’s capital markets team advises issuers, shareholders and leading domestic as well as foreign investment banks on the issuance and placement of all types of securities, as well as stock exchange listings and the resulting reporting and disclosure obligations. We have extensive experience in structuring domestic and cross-border equity and debt offerings, as well as the issuance of certificates, bonds and hybrid financial instruments. Our specialist legal expertise is complemented by our broad understanding of the capital markets sector. Clients also benefit from our full service approach, drawing on the wealth of experience of lawyers from across the firm, especially our corporate, IP, employment, public law, real estate and tax practices.
Capital Markets
IPOs/Capital increases
Gleiss Lutz advises domestic and foreign issuers as well as leading investment banks on the issuance and placement of stocks and certificates (ADR/ADS). We counsel clients on IPOs and capital increases, rights issues, package deals and private placements.
...Our advice covers all aspects of a transaction: from negotiating agreements between issuers and banks, performing due diligences both in Germany and abroad, and advising clients on whether to place shares on domestic or foreign stock exchanges, to taking the lead in preparing securities prospectuses and other placement documents, as well as obtaining approval from the relevant regulatory authorities. In addition to assisting with the admission of securities to trading on regulated markets (including the Prime Standard of the Frankfurt Stock Exchange), we also represent clients in open market transactions (particularly in the Scale segment). We also advise clients on the delisting of their shares and on changes of listing between regulated markets and unregulated exchange segments (downlisting or uplisting).
Bonds
Gleiss Lutz has a wealth of experience in advising German and foreign issuers on the full spectrum of securities offerings and placements. These include corporate bonds (investment grade and high-yield as well as mid-cap bonds), bond issuance programmes and hybrid securities as well as convertible bonds, exchangeable bonds and reverse convertibles.
...The legal advice we deliver covers all stages of a transaction, from engagement letters with banks, through due diligence and determining bond terms and conditions, to the required securities prospectus.
Reporting duties, compliance and corporate governance
In addition to assisting companies in raising capital, we handle all other legal issues faced by domestic or international businesses in connection with the listing of financial instruments in Germany – from corporate governance,
...the development of employee stock option plans, periodic reporting and other disclosure obligations, to questions of insider trading, voting rights announcements, managers’ transactions and other matters relating to securities trading.
We work closely together with leading capital markets specialists from local law firms worldwide – allowing us to meet clients’ needs for due diligences and capital markets advice in foreign jurisdictions.
...This allows us to provide seamless client service – including on cross-border matters and including on cross-border matters and Rule 144A compliant placements.
