Capital Markets, Banking & Finance

• 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

Contacts: 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 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, 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 (e.g. establishing an AIFMD/MiFID branch in Germany); advising on the authorisation of investment management companies and investment corporations and on how to extend 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 (AIFMD/German Capital Investment Code (KAGB)/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, 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

Contact: 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

Contact: Christoph Schauenburg

• 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

Contact: Ingo Wegerich

• 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
  • Digitisation of banking services
  • Asset management agreements

Contact: Daniel Latta

• 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 (e.g. proceedings under the German Capital Markets Model Case Act (KapMuG), model declaratory action (Musterfeststellungsklage))
• Conducting mass proceedings efficiently, using modern LegalTech solutions
• Obtaining instruments to enforce claims
• Providing advice and representation in connection with measures of compulsory enforcement

Contact: Daniel Latta

Practice Area Complex Disputes >>