Capital Markets, Banking & Finance

Our law firm can assist you when issuing bonds and also with other forms of corporate financing via the capital market. Our experienced team can provide comprehensive advice, from structuring through to legal implementation.

• Advising on capital market financing through:
  • Bonded loans
  • European private placements
  • Bonds
  • Convertible and warrant-linked bonds
  • Pre-IPO strategies, strategic equity partners
  • Initial public offering (IPO)
• Drafting securities prospectuses and/or the legal documentation, providing advice as a transaction lawyer, preparing legal opinions and disclosure opinions, carrying out legal due diligence reviews
• Advising on the obligations following listing (EU Market Abuse Regulation (MAR), insider law, ad-hoc publicity, etc.)
• Advising on the refinancing of bonds in accordance with the German Bond Act (SchVG)

Contact: Ingo Wegerich

In an ever-changing regulatory environment, it is crucial to always stay updated. We can provide in-depth knowledge of regulatory law and help you ensure that your business practices are in line with current regulations.

• Advising on the establishment, acquisition and restructuring of credit institutions, financial services institutions, financial undertakings, payment institutions, e-money institutions, investment management companies and their respective branches and representative offices and their liquidation
• Advising on the proper business organisation of institutions and investment management companies, including the requirements for senior managers and administrative or supervisory bodies and the requirements concerning solid remuneration practices
• Advising on the outsourcing of activities and processes
• Helping clients obtain the authorisations required by regulatory law and advising them on changes to such authorisations
• Advising on notifications and obligations to register and on the European Passport needed to provide cross-border services in the financial sector (including trade law)
• Advising on regulatory issues with regard to FinTech projects and crypto applications
• Providing regulatory consolidation advice
• Advising on how to prevent money laundering
• Advising on the development, documentation and distribution of financial products, including all pre-contractual and on-going duties to provide and disclose information

Contacts: Rolf Kobabe, Martin Hüwel

Our experts can assist you when setting up and structuring investment funds and when dealing with asset management issues. We can create a legal framework that meets your business requirements.

• Advising managers/initiators on the structuring and establishment of alternative investment funds, managed accounts and other investment structures, taking into account investor-related requirements, in particular in the areas of private equity, mezzanine/debt, real estate, renewable energy and infrastructure
• Advising (regulated) institutional investors that wish to invest in national and international fund products and other investment products, taking into account German investor-related regulatory (German Insurance Supervision Act (VAG), German Investment Ordinance (AnlV), Solvency II, EU Capital Requirements Regulation (CRR)) and tax requirements, including advising on whether market standards are met
• Advising (regulated) investors on how to structure and establish their own investment platforms
• Advising managers with regard to activities that require authorisation pursuant to the German Capital Investment Code (KAGB)/German Banking Act (KWG), in a national and multi-jurisdictional context, and carrying out the relevant authorisation procedures (for example, establishing an AIFMD/MiFID branch in Germany); advising on the authorisation of investment management companies and investment corporations and on extending such authorisation
• Advising managers with regard to the cross-border management of German funds (in particular, negotiating outsourcing contracts with German investment management companies)
• Advising German and foreign investment funds with regard to the German Capital Investment Code (KAGB), including distribution-related issues (EU Alternative Investment Fund Managers Directive (AIFMD)/German Capital Investment Code (KAGB)/EU Markets in Financial Instruments Directive (MiFID)) and distribution notices
• Advising on acquisition and investment limits according to the provisions of investment, insurance supervision and tax law
• Advising on the (re-)structuring and documentation of regulated and non-regulated funds, including special funds, industry-specific funds and closed-end funds, in Germany and abroad
• Advising on distribution notices and/or notification processes
• Providing asset management advice
• Advising on fund-related capital markets, regulatory, distribution and competition law
• Drafting and reviewing the customer documentation and verifying the fulfilment of organisational requirements
• Reviewing financial products (specifically for their eligibility as premium reserve fund assets) and structuring financial products
• Advising on the packaging/securitisation of funds and on investment strategies regarding structured products

Contacts: Achim Pütz, Martin Hüwel, Rolf Kobabe

Whether you are dealing with loans or with acquisition or real estate financing – we can help you navigate the entire process. Our specialised lawyers can provide tailor-made solutions for complex financing transactions and restructurings.

• Providing advice with regard to bilateral loans, club deals and syndicated loans
• Advising on bonded loans
• Advising on acquisition financing
• Advising on corporate financing (corporate loans)
• Advising on real estate financing
• Providing advice with regard to factoring, leasing and the securitisation of receivables
• Providing project financing advice
• Advising on the trading of loans (secondary trading) and of distressed and non-performing loans
• Providing financial restructuring advice

Contact: Christoph Schauenburg

We are there to assist you with projects with financing requirements. Our project finance experience covers a wide range of industries and ensures you receive comprehensive legal advice.

• Carrying out legal and tax due diligence reviews with the project-specific assistance of colleagues from our Luther industry groups (Renewable) Energy, Real Estate & Infrastructure (including telecommunication and broadband expansion) and Mobility & Logistics (in particular in the area of transport and shipping)
• Drafting and negotiating term sheets
• Drafting and negotiating loan and collateral agreements (including direct contracts) and subordination/inter-creditor agreements
• Drafting legal and other expert opinions
• Monitoring the fulfilment of the conditions for disbursement
• Advising on the syndication of loans and on refinancing transactions
• Coordinating projects

Contact: Christoph Schauenburg

We provide comprehensive advice on structured capital market products to ensure you can benefit from innovative financial instruments while keeping the legal risks to a minimum.

• Drafting prospectuses and EMTN/debt issuance programmes, base prospectuses for certificates and warrants
• Advising on drawings under debt issuance programmes and structuring terms and conditions of issue
• Drafting and advising on key information documents for packaged investment products and product information sheets
• Advising on how to implement the Markets in Financial Instruments Directive II (MiFID II)
• Providing compliance advice with regard to the German Securities Trading Act (WpHG) for structured products and financial instruments (for example, product approval process and definition of the target market)
• Advising on the preparation of the documentation for Contracts for Difference (CFDs) for financial intermediaries and end-customers, including the required information about risks
• Drafting and advising on distribution agreements

Contact: Ingo Wegerich

Our lawyers are well-versed in bank contract law and provide comprehensive advice on matters pertaining to retail banking. We can help you navigate the legal challenges in the complex world of banking.

• Advising on bank contract law, taking into account the requirements of European law, for example:
  • Consumer credit law
  • Credit security law
  • Account management and payment transactions
  • Drafting general terms and conditions in the form typically used by banks
  • Digitalisation of banking services
  • Asset management agreements

Contact: Daniel Latta

In the event of financial disputes, we are committed to defending your interests. Our lawyers are experienced litigators and can represent you in court.

• Providing strategic advice and representation to credit institutions in proceedings before state courts and arbitration tribunals in the field of banking and capital markets law
• Advising and representing credit institutions in collective proceedings (for example, proceedings under the German Capital Markets Model Case Act (KapMuG), model declaratory action (Musterfeststellungsklage))
• Conducting mass proceedings efficiently, using modern Legal Tech solutions
• Obtaining instruments to enforce claims
• Providing advice and representation in connection with measures of compulsory enforcement

Contact: Daniel Latta

Practice area Complex Disputes >>