Capital Markets

Quality of advice that
stands for stability.
After all, the markets are
volatile enough.

Philipp Mössner, Partner

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.

Since the 2008 financial crisis the regulation governing capital markets has been in upheaval. Regulatory requirements are steadily increasing in both scope and complexity. 

However, new and previously unknown financing opportunities have opened up in Europe resulting from the EU initiative on the CMU (Capital Markets Union) or emerged in the wake of advancing digitalisation. With the CMU’s aim to strengthen the capital markets and the European financial system, new issuing paths with lower transaction costs for medium-sized companies have developed. And with the advance of digitalisation in the financial market, the focus on financing via digital platforms has grown much stronger. 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, incumbent market players such as issuers and financial institutions need to adapt to the new terrain. Simultaneously, all capital market players continue to face a number of routine challenges which are unrelated to the new developments. Equity and debt offerings, corporate and securities laws, investor protection, capital markets regulation, corporate governance and compliance – all these aspects are interconnected on the capital market. 

At GSK Stockmann, our expert lawyers can provide you with the advice and support you need to master these challenges. We will help you to 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 a financial institution, we understand you and your particular needs. 

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 legal support is crucial. Our bundled expertise in all sectors and markets is the answer.

In recent years, equity capital markets (ECM) have been largely driven by institutional investors. Alongside bank loans, the equity capital markets are an established instrument for financing the activities of European companies. 

While in Europe debt capital is still predominantly provided by banks, the share of capital markets 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.

Key areas of expertise

The right experts for every challenge, the perfect team for every client: We focus on the elements that drive your success.

Our expertise extends from initial public offerings, admissions to trading, private placements, capital increases to complex scrip dividend and exchange offers. The legal advice we offer covers the entire transaction cycle – from conducting legal due diligence checks, drafting contracts between issuers, underwriters and agents, preparing securities prospectuses and other listing documents, managing approval procedures with the relevant supervisory authorities, for example the CSSF in Luxembourg or BaFin in Germany, and all the way through to the necessary coordination with the stock markets.

Besides handling the admission of shares for trading on regulated markets, we also offer listing advice for the Euro MTF market of the Luxembourg Stock Exchange. This includes support with delisting or switching between a regulated market and a non-regulated market.

Our expertise covers the following areas:

  • IPOs
  • Admissions to trading 
  • Private placements
  • Capital increases
  • Scrip dividend
  • Exchange offers
  • Delistings and market change

We advise issuers on the issuance and placement of bonds and mezzanine instruments of all types and their admission to trading on the regulated market of the CSSF or the Euro MTF market of the Luxembourg Stock Exchange including the subsequent listing and passporting of these instruments to other markets of the EU. These include classic corporate bonds and high yield bonds as well as hybrid instruments such as (mandatory) convertible bonds, 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, arranger or issuer, through to legal due diligence checks, drafting and negotiating the terms and conditions of the bonds, advising on the security package, drawing up the issue documentation, and the negotiation and drafting of the subscription and agency agreements. We have also developed expertise in advising clients on the issue of green bonds and their admission to trading on the Euro MTF Market of the Luxembourg Stock Exchange and listing on the LGX-Green Exchange.

Finally, we advise clients on the structuring of private or public placements of bonds issued via Luxembourg securitization vehicles (regulated or unregulated), their admission to trading on the regulated market of the CSSF or the Euro MTF market of the Luxembourg Stock Exchange, and their listing. In this respect, we advise clients on the full spectrum of the structuring of the transaction (including tax advice), the eligibility of the bonds for institutional investors, and the drafting of the issue documentation.

Our expertise covers the following areas:

  • Corporate bonds
  • High yield bonds
  • Convertible bonds
  • Structured finance
  • Green bonds
  • Hybrid bonds
  • Profit participation certificates

We are one of the most prominent advisors to listed companies and advise on all the obligations that follow once financial instruments are admitted to trading. In order to comply with all applicable obligations, in particular where securities are listed cross-border, issuers require clearly structured internal processes. We advise on major shareholder notifications, transparency law questions, market abuse queries, ongoing publication requirements and best practice corporate governance. We support issuers at their shareholder meetings and ensure compliance with applicable shareholders’ rights.

Our expertise covers the following areas:

  • Trading and listing 
  • Market abuse 
  • Transparency 
  • Annual reports
  • Shareholder rights
  • Corporate governance
  • CSSF queries

We offer advice and support to clients on all aspects of public takeovers. When acting on behalf of a target company or its investors, we provide prompt legal advice and support with all contractual, regulatory, corporate, capital markets and tax-related issues. This includes avoiding unintentional mandatory takeover offers in M&A transactions, guiding you through the regulatory landscape, helping you to draw up documents and develop strategies for voluntary or mandatory takeover transactions. We also negotiate with stakeholders and coordinate procedures with the supervisory authorities. We support you all the way through to post-closing measures, such as a possible sell-out and/or squeeze-out. 

 Our expertise covers the following areas: 

  • Mandatory and voluntary takeover offers
  • Sell-outs and squeeze-outs
  • Takeover bids and defences
  • Coordination with CSSF

Our capital markets team has extensive experience and specialist expertise with innovative 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 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:

  • Crypto securities 
  • DLT and blockchain
  • FinTech
  • Regulatory issues 
  • Innovative models and structures for issuances via digital financing platforms

Your contacts.

Understanding your perspective. And finding the best solution. This is our mission:

Dr. Philipp Mössner, LL.M.

Partner

+352 271802-40

philipp.moessner@gsk-lux.com

Andreas Heinzmann, LL.M.

Partner

+352 271802-30

andreas.heinzmann@gsk-lux.com

© GSK Stockmann 2020