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Capital Markets

Germany

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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Recommended practice for equity capital markets

JUVE German Commercial Law Firms 2016 (GCLF)

Das ECM-Team bei CMS umfasst ‘Rechtsanwälte mit unternehmerischen Verständnis und Branchenexpertise’, die laufend hochkarätige Mandanten zu kapitalmarktrechtlichen Fragestellungen beraten und auch zuletzt wieder einige Börsengänge begleiteten.

The Legal 500 Deutschland, 2017

CMS’ debt capital markets practice is highly active on the issuer side but is increasingly also advising banks

The Legal 500 EMEA, 2017

Large firm with a full-service approach in capital markets transactions. Best known for its eq-uity capabilities, where the team advises on IPOs, capital increases and rights offerings.
Typically acts for DAX-listed companies and corporates in the mid-market segment. Also rec-ommended for cross-border mandates due to its pan-European network.

Chambers Europe, 2017

CMS advises us comprehensively on special questions that we wouldn't otherwise know the answer to. (client)

Chambers Europe, 2017

The team is very client-oriented and technically excellent. (client)

Chambers Europe, 2017
Ak­tiendi­vidende
Eine in­nov­at­ive Form der Di­videnden­zahlung (in Ger­man)
October 2019
CMS – Our Ex­pert­ise for ECM Trans­ac­tions
CMS’ pro­file in the ECM sec­tor­Renowned ex­pert­ise and ex­per­i­ence in all types of cap­it­al mar­ket activ­it­ies and trans­ac­tions, in­clud­ing IPOs, sec­ond­ar­ies, GDR list­ings, stock op­tion pro­grammes and scrip di­vidends, as demon­strated by our mar­ket-lead­ing

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09/10/2019
CMS ad­vises lis­ted Span­ish in­dus­tri­al and in­fra­struc­ture com­pany Ac­ciona...
An in­ter­na­tion­al CMS team headed by cli­ent re­la­tion­ship part­ner Ra­fael Suárez de Lezo and lead part­ner Dr Hen­rik Drinkuth is ad­vising Ac­ciona on all leg­al as­pects of this trans­ac­tion. CMS ad­vised Ac­ciona on its ori­gin­al in­vest­ment in Nor­dex in 2015...
16/04/2019
CMS ad­vises LUD­WIG BECK on sale of WORM­LAND
A CMS team headed by part­ner Dr Eva An­nett Grigoleit ad­vised LUD­WIG BECK on all leg­al as­pects of the trans­ac­tion. Of­fers were re­ceived from sev­er­al in­ter­ested parties...
14/01/2019
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12/07/2018
CMS ad­vises Bechtle AG on planned ac­quis­i­tion of In­mac Wstore in France
Ger­man IT group Bechtle in­tends to ac­quire French IT pro­vider In­mac Wstore S.A.S, which has 400 em­ploy­ees and sales of EUR 420 mil­lion...
22/06/2018
CMS ad­vises sol­ar plant and wind farm op­er­at­or En­cav­is on struc­tur­ing and...
Frank­furt/Main – CMS has again ad­vised Ham­burg-based sol­ar plant and wind farm op­er­at­or En­cav­is AG on is­su­ing a scrip di­vidend. This is the fifth time that En­cav­is has giv­en its share­hold­ers the choice of re­ceiv­ing the di­vidend in cash or in the form of n
06/04/2018
CMS ad­vises an­chor share­hold­er 7-In­dus­tries in the IPO of Sensiri­on
Sensiri­on Hold­ing AG, a lead­ing glob­al man­u­fac­turer of en­vir­on­ment­al and flow sensors dom­i­ciled in Staefa, Switzer­land, has con­cluded its Ini­tial Pub­lic Of­fer­ing (IPO) on SIX Swiss Ex­change....
19/03/2018
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29 December 2017
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The Ger­man Re­mu­ner­a­tion Or­din­ance for In­sti­tu­tions (In­sti­tuts­ver­gü­tungs­ver­or­d­nung – “IVV”) has been amended again in light of the EBA Guidelines (EBA/GL/2015/22) on sound re­mu­ner­a­tion policies...
28 December 2017
BaFin’s product in­ter­ven­tion powers in a new light
Sec­tion 4b(1) of the Ger­man Se­cur­it­ies Trad­ing Act (Wer­t­papi­er­han­dels­ge­setz, “WpHG”) gives the Fed­er­al Fin­an­cial Su­per­vis­ory Au­thor­ity (Bundes­an­stalt für Fin­an­zdi­enstleis­tung­sauf­sicht, “BaFin”) the right of "product in­ter­ven­tion" with­in Ger­many...
27 December 2017
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One busi­ness mod­el that of­fers ex­cit­ing op­por­tun­it­ies for fintech com­pan­ies in par­tic­u­lar, and which is set to gain in prac­tic­al im­port­ance, relates to “ac­count in­form­a­tion ser­vices”...
22 December 2017
Block­chain: from hype to se­cur­it­ies set­tle­ment real­ity
Ever since the in­ven­tion of the In­ter­net, the mar­ket has seen every di­git­al pro­ject as the next big thing. Block­chain emerged just a few years ago in the con­text of Bit­coin, the crypto­cur­rency, but is now grow­ing al­most daily in pop­ular­ity. The use of blo
21 December 2017
Crypto­cur­rency as a means of pay­ment
A crypto­cur­rency is a me­di­um of ex­change based on block­chain tech­no­logy. Un­like leg­al tender, a crypto­cur­rency is not is­sued by a cent­ral au­thor­ity. In­stead, it is gen­er­ated ex­clus­ively by private in­di­vidu­als...