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Capital Markets Lawyers

Sound legal advice on capital market transactions 

Capital markets never stand still. Stock exchanges around the world face increasing regulation, while tougher legislation requires corresponding changes to the way companies fund themselves. At the same time, capital market products are gaining in importance against a backdrop of historically low interest rates, while new technologies are creating completely new opportunities for issuers and shareholders. Operating successfully in this environment requires both in-depth expertise in capital markets law and proven international capabilities – something we can offer.

Your partner for capital market transactions 

The capital markets lawyers at CMS possess extensive specialist knowledge and are able to provide focused advice on a wide range of capital market transactions. Our clients benefit in particular from our wealth of experience. Over the past 20 years, we have advised on numerous IPOs and other transactions involving capital markets law – as advisers to the issuer, to the underwriting banks or the (existing) shareholders. A large part of our work is cross-border, so we regularly draw on capital markets lawyers from across the international CMS network.

Leading expertise on equity and debt capital markets

In equity capital markets, the range of advice provided by our capital markets lawyers covers IPOs (German stock exchanges, NASDAQ, Euronext), capital increases, public takeovers and scrip dividends. We also advise on segment changes and can provide support on all aspects of compliance under capital markets law.

The key areas we cover with regard to debt capital markets include issue platforms and the issuing of (structured) debt securities, mortgage bonds (Pfandbriefe), foreign covered bonds and promissory notes. We advise on OTC derivatives, structured products for regulated investors and clearing of financial instruments. We additionally provide ongoing advice on all obligations arising from an issue or listing, as well as regulatory matters. Our teams also cover aspects related to US securities legislation, providing advice from a single source.

Our real-world advice is backed by scholarship, with CMS lawyers regularly publishing and lecturing on capital markets law. They are also active in a number of industry bodies (including the German Derivatives Association (DDV), the Association of Pfandbrief Banks (vdp) and the workgroup for debt securities law at the Institute for Law and Finance (ILF)). CMS is also a Deutsche Börse capital market partner.

Our legal advice around capital markets at a glance

The skills of our capital markets lawyers cover every relevant topic, including:

  • IPOs and support for post-IPO requirements and segment switches, capital increases and reallocations (block trades)
  • Takeovers of listed companies
  • Scrip dividends
  • Creating and updating issue platforms
  • Convertible, warrant and exchange bonds
  • Pan-European placement of equity and debt capital instruments
  • Structured financial instruments for regulated investors (especially promissory note loans and registered bonds)
  • Repurchase and restructuring of debt securities (liability management)
  • Clearing of financial instruments
  • Compliance relating to capital markets law (including the provisions of the EU Market Abuse Regulation, the Securities Trading Act (WpHG), etc.)
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International desk


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Joachim Kaetzler
Dr. Joachim Kaetzler
Rechtsanwalt | Global Co-Head of Banking & Finance Group, CMS
Germany, Frankfurt
Joachim Kaetzler specialises in banking supervisory law and compliance. His work includes general banking law as well as securities supervisory law. Moreover, he has special expertise in matters of...
Michael C Frege
Dr. Michael C Frege
Rechtsanwalt | Fachanwalt für Insolvenzrecht (Certified lawyer for insolvency law)
Germany, Duesseldorf
Germany, Leipzig
Michael Frege is an insolvency and corporate restructuring specialist. He has long-standing experience in advising on insolvencies and as an insolvency administrator, including insolvency...
Karsten Heider
Dr. Karsten Heider
Germany, Stuttgart
Karsten Heider focuses on German stock corporation and capital market law. He provides ongoing advice to listed companies, for example on AGMs, D&O liability and insider trading law matters and also...
Hilke Herchen
Dr. Hilke Herchen
Germany, Hamburg
Corporate partner Hilke Herchen is a transaction specialist who advises large and medium-sized companies in Germany and abroad, international groups as well as strategic investors on mergers and...
Oliver Dreher
Oliver Dreher, LL.M. (King's College London)
Germany, Frankfurt
Debt capital markets (DCM) expert Oliver Dreher advises major German and international banks and companies with a focus on structured products and products for institutional investors as well as on...
Martin Kolbinger
Dr. Martin Kolbinger
Germany, Munich
Martin Kolbinger advises on national and international corporate transactions and joint ventures. He also assists clients on restructuring processes, e. g. in the context of post-merger integration,...
Philipp Melzer
Philipp Melzer
Germany, Frankfurt
As a very experienced banking and finance lawyer, Philipp Melzer advises issuers, underwriters and existing shareholders on IPOs, capital increases and secondary offerings. His expertise is also...
Wolfgang Richter
Dr. Wolfgang Richter, M.P.A./Harvard Univ.
Rechtsanwalt, Notary Public
Germany, Frankfurt
Wolfgang Richter is considered to be one of Germany’s leading corporate lawyers. He mainly advises large and medium-sized industrial companies but also banks. Wolfgang specialises in stock c...
Alexander Reden
Alexander von Reden, LL.M. (Suffolk University, Boston)
Germany, Frankfurt
Alexander von Reden is a highly experienced transaction lawyer and has long-standing experience advising German and international companies and financial institutions on the full spectrum of...
Jochen N. Schlotter
Dr. Jochen N. Schlotter
Rechtsanwalt, Notary Public
Germany, Frankfurt
Jochen Schlotter is a stock corporation and capital markets law specialist, advising listed companies on corporate governance issues and annual general meetings as well as on public takeovers and...