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Capital Markets

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In-depth legal advice on capital market transactions

Capital markets never stand still. Issuers, banks, financial services providers and stock exchanges around the world face increasing regulation, which is being partly driven by ESG (Environmental, Social and Governance) concerns. Continuously updated knowledge of legal requirements and market standards is thus a prerequisite for advising on capital markets law. In uncertain times, capital market products are gaining in importance over bank-based financing products, while new technologies are opening up alternative financing channels for issuers and investors. Operating successfully in this environment requires not only in-depth expertise in capital markets law but also decades of experience in national and international capital market transactions.

Your partner for capital market transactions 

The capital markets law experts at CMS possess extensive specialist knowledge and experience in providing targeted advice on a wide range of capital market transactions. Over the past 25 years, we have advised on numerous IPOs and other transactions involving capital markets law – as issuer’s counsel, advisers to the (existing) shareholders, or as underwriters’/arrangers’ counsel. Thanks to our close links with experts from other practice areas, we are able to offer comprehensive advice from a single source as well as proven banking and sector expertise.

Please contact us by email or telephone

Leading expertise on equity and debt capital markets

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

  • IPOs (i.a. Deutsche Börse, Euronext, NYSE and NASDAQ) and support for delisting, segment switches, capital increases and reallocations (block trades)
  • Takeovers of listed companies, PIPE transactions and delisting-purchase bids
  • Structuring and implementing scrip dividends
  • Creating issue platforms
  • Issuing convertible, warrant and exchange bonds
  • Issuing (structured) debt securities, mortgage bonds (Pfandbriefe), foreign covered bonds
  • Issuing green bonds, social bonds, sustainability-linked bonds
  • Designing 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.)

As a capital markets partner of Deutsche Börse, we also offer you webinars, podcasts and other relevant information in the Capital Markets Service Hub. Our highly practical advice is in part based on our active involvement in industry organisations and trade bodies. Our capital markets law experts are members of bodies such as the German Derivatives Association (DDV), the Association of German Pfandbrief Banks (vdp) and the Association of German Treasurers (VDT), and they regularly publish on capital markets law topics, such as:

Andreas Zanner: „sehr erfahren; exzellente Kontakte zu Banken; extrem guter Verhandler“, Mandant

JUVE Handbuch, 2022/2023

"outstanding performance, very solution-oriented, well-structured and objective, even in complex issues", client

JUVE German Commercial Law Firms 2022 (GCLF)

"Philipp Melzer has very sound capital market experience and is looking for pragmatic solutions in the interest of everyone involved.", client

The Legal 500 EMEA, 2022

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Listing Act
The European Commission believes that limited use – by international standards – of the European capital market to raise debt or equity ca
Scrip Dividends
What is a scrip dividend or stock dividend?. Scrip dividends are widely used in European countries outside Germany and in the rest of the world.
Sustainable Finance
In order to implement the Green Deal considerable investment is planned...
Short Attack - Online Risk Check
Protect yourself from short attacks to curb manipulative short selling of shares. Perform CMS Online Risk Check and protect your company!


CMS advises Slovenia’s SID Bank on EUR 140 million bond issue
Frankfurt/Main – Slovenia’s SID Bank (SID – Slovenska izvozna in razvojna banka, d.d., Ljubljana) has issued an unsecured fixed income bond under German law worth EUR 140 million with a seven-year...
CMS advises Joh. Berenberg, Gossler & Co. KG on successful capital increase...
Frank­furt/Main– Lübeck-based Hypoport SE, which is listed on the Prime Standard, has successfully issued 378,788 new shares as part of a private placement in an accelerated bookbuilding process, making...
German Ministry of Finance issues draft letter on the income tax treatment...
In November 2022, the German Ministry of Finance (BMF) issued a letter on the income tax treatment of profit participation rights and their classification as equity or debt, which is intended to provide...
CMS advises clearvise AG and M.M.Warburg & CO on successful capital increase...
Frankfurt/Main – Wiesbaden-based clearvise AG, which is listed on the Regulated Unofficial Market (Freiverkehr) in Düsseldorf, Hamburg and Munich, has successfully placed a total of 11,898,240 new...
CMS advises Porsche AG on record IPO
Stuttgart – German sports car manufacturer Porsche has made its stock market debut in the biggest IPO (initial public offering) in Germany since Deutsche Telekom in 1996. The placement price for the...
EU and UK Sanctions against Russia: a focus on the Financial Sector
In recent days the EU and the UK have adopted and expanded a number of sanctions measures against Russian and Belarusian individuals and companies. This article focuses on restrictive measures directed...
Handling the new EU and UK sanctions against Russia
Since 2014, the EU and the UK have progressively imposed sanctions on Russia in response to the crisis in Ukraine. Following the latest events, both the EU and the UK, as well as many other countries...
CMS advises home24 on acquisition of homeware specialist BUTLERS
Berlin – Berlin-based home24 SE, a leading pure-play home & living e-commerce platform in continental Europe and Brazil, has acquired all the shares in Butlers, a retailer of homeware, decorations and...
CMS European Outlook 2022: Road to Recovery
We are pleased to provide you with this year’s edition of the “European M&A Outlook”, published in co-operation with Mergermarket 71% of dealmakers agree that private equity (PE) firms are better...
German Federal Ministry of Finance issues draft decree on income tax treatment...
Until now, the classification of crypto currency revenue into taxation regimes in Germany was based on publications by the Hamburg Tax Authority, the Regional Tax Office of North Rhine Westphalia, tax...
Some leaks can't be fixed
“Confidential information is like an ice cube... give it to the party who has no refrigerator or will not agree to keep it in one, and by the time of the trial you have just a pool of water.” This...
CMS advises INDUS Holding AG on successful capital increase
Cologne – SDAX-listed INDUS Holding AG has successfully carried out a capital increase amounting to around 10% of its share capital, making partial use of authorised capital. The new shares were placed...