Securities Markets

We advise businesses and placing banks on issues of all types of securities, including equity, hybrid and debt issues of all kinds. We also advise on issuances and offerings of:

• Shares (block trades, capital increases with and without rights, public offerings).
• Hybrid securities (convertible or exchangeable debentures).
• Securities specific to credit institutions (senior preferred, senior non-preferred, additional tier 1, subordinated securities, covered bonds, mortgage securities and mortgage transfer certificates, among others).
• Project bonds
• Fixed-income debt issues of all kinds (European Medium Term Notes, high-yield debt, commercial paper, covered bonds).

We participate in deals of all sizes, on international markets or markets with a significant multijurisdictional component (EMTN, high-yield, private placements), as well as on domestic markets (AIAF, MARF, Portfolio), giving us comprehensive knowledge of the securities markets

We advise on the most innovative securities market deals impacted by other areas of the law (ESG security issues, in collaboration with G-advisory), or involving new blockchain technologies.

Our global, multidisciplinary advice is a selling point for businesses looking to go public (on stock exchanges and markets and on alternative markets, such as BME Growth or Portfolio) and placement agents alike. We accompany clients throughout the entire process, offering advice from all angles of the law:

• On the decision-making process and the wide-ranging tax and legal implications (restructuring of the group, requirements deriving from shareholders’ agreements, family protocols, debt with credit institutions, etc.).
• On the implementation of corporate governance systems at the new listed company and rules on conduct, disclosure and transparency.
• On the performance of multidisciplinary and multijurisdictional legal due diligence.
• On the preparation of all legal documentation required (prospectuses or circulars, official communications, mandate, agency, placement and underwriting agreements, disclosure restrictions, notices, etc.), and following up formalities with the relevant regulatory authorities, the governing companies of the markets on which admission to official listing is requested and the various clearing and settlement systems, as well as dealings with such entities and the global coordinators.

Our client-oriented approach means we stand ready to handle any post-flotation issues affecting listed companies: transparency obligations, inside information, market transactions, the adoption of corporate resolutions, shareholders’ meetings, corporate governance, codes of conduct, anti-money laundering policies, enforcement proceedings in both the administrative and judicial jurisdictions, etc. We also act as nondirector secretary for various listed companies.

We are pioneers in securitization transactions that serve as a model for new market developments. We are involved from the start in designing the structure of the transaction, and in the subsequent set-up and registration of securitization vehicles of all kinds and of their managers, as well as in the drafting and supervision of operating agreements.

As with other securities issues, our commitment to providing global advice allows us to assist our clients not only with the legal aspects of securitization transactions but also with regulatory aspects and, for credit institutions in particular, with their treatment for accounting purposes and in relation to capital requirements (SRT).

Thanks to our command of securities market law, we have broad expertise in multi-jurisdictional deals (both in terms of the assets being securitized and the vehicles used) and in advising lead managers or underwriters and ratings services.