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Capital Markets


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
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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