Capital Markets, Banking & Finance

Companies regulated by financial and investment law, parties to complex financing and capital market transactions and (regulated) institutional investors need highly specialised legal and tax advice.

Our “Capital Markets, Banking & Finance” team has great expertise, many years of experience and a profound understanding of the global financial markets.

We are by your side when you are looking for legal advice with regard to financing and capital market transactions, investments in complex investment products, regulatory issues or other aspects of banking, finance and capital markets law. Whether you are a credit institution, financial service provider, investment company, financial investor, (regulated) institutional investor or (listed) company – we always ensure that you reach the best possible solutions.

We can help you to develop your business optimally in compliance with all regulatory requirements, as well as to optimise your debt and equity financing by means of financing and capital market transactions, also in situations where quick action is needed. We assist with the development and design of new, innovative financial products and services and with the structuring, negotiation and documentation of complex national and international financing and capital market transactions, but also with the day-to-day handling of existing financing arrangements. We can advise you with regard to financial restructurings and, working together with our restructuring team, can also provide such advice at the interface to reorganisation and insolvency law. In addition, we can support you when it comes to enforcing your banking and financing law claims in court.

Our lawyers, who are familiar with the legal implementation of all kinds of financing and capital market transactions and with the current market environment and the latest market standards and who have an excellent network of contacts in the financial sector, negotiate the best possible results for you. Our advice is always tailored individually to suit your situation: working together with you, we develop legal strategies and custom-made solutions and structures.

In regulatory proceedings, we represent you and your company before the competent authorities and make all efforts to achieve practicable solutions for the design of your business models – also based on our longstanding, good relations with the regulatory authorities.

In the area of investment funds and asset management, we have great expertise and many years of experience especially in the field of alternative investments, where we advise German and international providers on the issuance and distribution of alternative investment products. In addition, we also use our in-depth knowledge and extensive experience in the field of alternative investments to advise (regulated) institutional investors on a broad range of open-ended and closed-end alternative investments, often with an emphasis on regulatory and tax issues.

As we are a full-service law firm, our advisory services in the area of banking, finance and capital markets law are complemented by integrated tax advice to ensure you benefit from tax privileges. In cases where know-how from other areas of law is needed, we call in our colleagues from the relevant practice areas and industry groups, such as real estate law or M&A and corporate law. In cross-border transactions, we can support and advise you both through our own offices and, in a large number of countries, through our close cooperation with renowned local partner law firms and tax advisors. In such cases, the sole contact responsible for you will always be a lawyer from our “Capital Markets, Banking & Finance” team, who will have responsibility for handling the transaction in order to provide you with a seamless service.

Our range of advisory services

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 offerings (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 (MAR, insider law, ad-hoc publicity, etc.)
Advising on the refinancing of bonds in accordance with the German Bond Act (SchVG)

Contact: Ingo Wegerich

Advising on the establishment, acquisition and restructuring of credit institutions, financial services institutions, financial undertakings, payment institutions, e-money institutions, in-vestment management companies and their respective branches and representative offic-es and their liquidation
Advising on the proper business organisation of institutions and investment management companies, including the requirements for senior managers and administrative or supervi-sory 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, includ-ing all pre-contractual and on-going duties to provide and disclose information

Contact: Rolf Kobabe, Martin Hüwel

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 es-tate, 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, CRR) and tax requirements, including advising on whether market standards are met
Advising (regulated) investors on how to structure and establish their own investment plat-forms
Advising managers with regard to activities that require authorisation pursuant to the Ger-man Capital Investment Code (KAGB)/German Banking Act (KWG), in a national and multi-jurisdictional context, and carrying out the relevant authorisation procedures (e.g. estab-lishing an AIFMD/MiFID branch in Germany); advising on the authorisation of investment management companies and investment corporations and on how to extend such authori-sation
Advising managers with regard to the cross-border management of German funds (in par-ticular, negotiating outsourcing contracts with German investment management compa-nies)
Advising German and foreign investment funds with regard to the German Capital Invest-ment Code (KAGB), including distribution-related issues (AIFMD/German Capital Invest-ment Code (KAGB)/MiFID) and distribution notices
Advising on acquisition and investment limits according to the provisions of investment, in-surance 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 organisa-tional requirements
Reviewing financial products (specifically for their eligibility as premium reserve fund as-sets) and structuring financial products
Advising on the packaging/securitisation of funds and on investment strategies regarding structured products

Contacts: Achim Pütz, Martin Hüwel, Frank Wilbert, Rolf Kobabe

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
Advising on project financing
Advising on the trading of loans (secondary trading) and of distressed and non-performing loans
Providing financial restructuring advice

Contacts: Christoph Schauenburg

Structuring financing transactions taking into account aspects typical of project financing
Carrying out legal and tax due diligence reviews with the project-specific assistance of colleagues from the industry groups (Renewable) Energy, Real Estate & Infrastructure (including telecommunication and broadband expansion), 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

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 (inter alia, 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

Ansprechpartner: Ingo Wegerich

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