Capital Markets

Capital markets can be
fascinating, but also
challenging when it comes
to the legal details.

Dr Dominik Stolz, lawyer

On the one hand: broad technological possibilities. On the other hand: strict regulation. It’s good to have a partner who can walk that tightrope.

Markets are volatile.
Our advice is enduring.

Ever since the financial crisis of 2007-2008, capital markets – and the regulations which govern them – have been in a state of upheaval. On the one hand, the market has been flooded by a “regulatory tsunami” that shows no signs of ebbing, with regulatory requirements increasing in both scope and complexity. On the other hand, however, new and previously unknown financing opportunities are opening up to issuers in Germany – some resulting from the EU initiative on the CMU (Capital Markets Union), and others emerging in the wake of advancing digitalisation.

The aim of the CMU is to strengthen the capital market focus of the European financial system. Amongst other things, this has led to the development of new issuing paths with lower transaction costs for medium-sized companies.

With the advance of digitalisation in the financial market, the focus on financing via digital platforms grows stronger. At the same time, new technological developments such as DLT (distributed ledger technology) and blockchain are opening up a world of new opportunities.

As the regulatory and technological landscape evolves, market players (issuers, issuing banks and their advisers) need to adapt to the new terrain. Capital market players also face a number of challenges which are unrelated to the new developments. Corporate finance, stock corporation law, securities law, investor protection, capital market regulation, corporate governance and compliance – all these aspects are interconnected on the capital market.

Here at GSK Stockmann, our expert lawyers provide you with the advice and support you need to master these challenges. We will help you find the financing structure which best suits your business and your financing requirements, and support your entrepreneurial initiative. We will also protect your investments on the capital market. Last but not least, our comprehensive spectrum of advisory services includes extensive tax expertise. Regardless of whether you are an issuer, an investor or an issuing bank – we not only understand the market, its instruments and its regulations. We also understand you and your particular needs. In line with our claim: Your goals are our benchmark – Your perspective.

Expert knowledge is always in high demand. No matter the markets’ development.

Markets in focus

If you want to make the most of every opportunity for growth across the board, top-notch support is a crucial ingredient. Our bundled expertise in all sectors and markets is the answer.

In recent years, the boom in the equity capital markets (ECM) has been driven largely by institutional investors. Alongside bank loans, the equity capital markets have long been an established instrument for financing German companies

While in Germany and Europe debt capital is still predominantly provided by banks, the share of capital market transactions has risen sharply in recent years. In many cases, debt capital financed independently is a more attractive option for companies – not least because of the associated flexibility in terms and conditions.

Lawyer Dr. Alexander J. Thomas and Andreas Heinzmann

Your contacts.

Understanding your perspective. And finding the best solution.
That is our mission (from left to right):

Key areas of advice

In the capital markets sector, GSK Stockmann advises national and international clients on all types of capital market transactions in Germany, Luxembourg and Europe. As and when they arise, we also answer questions on capital market law, stock corporation law, regulatory law as well as on compliance with post-issuance obligations.

Our lawyers have the experience and expertise required to provide advice and support with all relevant areas of capital market law in Germany and in Luxembourg. In addition, we focus on providing legal advice and support in the following areas:

We advise German and foreign issuers as well as banks in their role as issuers on the issue and placement of shares.

We provide support with flotation on the stock market, capital increase, pre-emptive rights, block trades and private placements. The legal advice we offer covers the entire transaction cycle – from drafting contracts between issuers and banks to conducting legal due diligence checks, answering questions on the (pre-IPO) placement of shares, preparing prospectuses and other placement documents, managing approval procedures with the relevant supervisory authorities (BaFin in Germany and the CSSF in Luxembourg) – and all the way through to the necessary coordination with the stock markets.

Besides handling the admission of shares for trading on the regulated market, we also offer legal advice and support for OTC trading, particularly on the Deutsche Börse (German Stock Exchange) scale segment for small and medium-sized enterprises, and the m:access segment of the Munich Stock Exchange. We also offer our clients advice and support with delisting (removal of a listed security from the stock exchange) or switching between a regulated market and a non-regulated market (downlisting or uplisting).

Our expertise covers the following areas:

  • Initial public offerings (IPOs)
  • Capital increases
  • Pre-emptive rights
  • Block trades
  • Private placements
  • Delistings
  • Segment change

Besides providing support with shares transactions, we also offer German and foreign issuers legal advice with the issuance and placement of bonds and mezzanine instruments of all types. These include classic corporate bonds as well as hybrid instruments such as convertible bonds, reverse convertibles, hybrid bonds and profit participation certificates. The legal services we offer in these fields cover all phases of the transaction – from receiving the mandate from the bank through to legal due diligence checks, drafting and negotiating the terms and conditions of the bonds, and drawing up the necessary prospectuses.

Our expertise covers the following areas:

  • Corporate bonds
  • Convertible bonds
  • Reverse convertibles
  • Hybrid bonds
  • Profit participation certificates

Whether your company is based in Germany or abroad, we offer legal advice on all the obligations that follow once your finance instrument has been admitted for trading. In order to comply with their legal obligations, issuers who offer or trade bonds on the public market require clearly structured internal processes.

Our expertise covers the following areas:

  • Corporate Governance Codes
  • Capital market compliance
  • Ad-hoc publicity obligations
  • Insider trading regulations
  • Voting rights notifications
  • Directors’ dealings

We offer advice and support clients during public takeovers of listed companies. For clients who are planning a takeover, we help with your preliminary considerations and plans (taking antitrust laws into account), guide you through the development of a suitable transaction structure, help you draw up tendering documents, negotiate with any majority shareholders in the target company and coordinate procedures with the supervisory authorities. We support you all the way through to post-closing measures, such as a possible squeeze-out.

When acting on behalf of a target company or its investors, we provide legal advice and support with all contractual, regulatory, corporate, capital market and tax-related issues.

Our expertise covers the following areas:

  • German Securities Acquisition and Takeover Act
  • Squeeze-outs
  • PIPE transactions
  • Takeover defences
  • Takeover bids
  • Coordination with BaFin
  • Controlling agreements and profit transfer agreements

As lawyers, an important part of our work centres around litigation in the field of capital market law. Not only do we provide support with official investigations (e.g., in connection with processes relevant to insider trading); we also have particular expertise in handling capital market claims for damages – representing shareholders, for example, when publicity obligations are violated, or providing representation for lawsuits involving group law or officers’ and directors’ liability claims. We have extensive experience with class actions based on the German Capital Markets Model Case Act (KapMuG).

Our expertise covers the following areas:

  • Advice and support with official investigations
  • KapMuG lawsuits
  • Investor claims for damages
  • Group law
  • Officers’ and directors’ liability

In addition to the above areas of focus, our capital markets team has extensive experience and specialis expertise with innovative financial technology companies (“FinTechs”). In this remarkably dynamic sector, we have supported numerous pioneer projects – not only in the area of digital financing platforms and their tailor-made issuing models and structures, but also in the area of DLT (distributed ledger technology) and blockchain. We were involved, for example, in the first securities issue in Germany to be carried out exclusively on blockchain, as well as the first ever white label model for digital direct financing. Our lawyers have also advised clients on a large number of innovative structures for issuing equity for corporate financing purposes, and on the first Europe-wide scalable digital financing platform.

Our expertise covers the following areas:

  • Innovative models and structures for issues via digital financing platforms
  • Crypto securities
  • Distributed ledger technology (DLT) and blockchain
  • Regulatory issues concerning FinTechs