Despite also acting on behalf of banks, Hengeler Mueller continues to be particularly known for its advice to issuers which, in addition to classic ECM topics, also regularly contains corporate, financing and public law components. This interdisciplinary expertise was most recently applied in assisting Lufthansa with its capital increase, an area that represents part of the team's core business alongside IPOs, which have increasingly stemmed from the private equity and venture capital sphere; here, the group also regularly assists with cross-border matters, particularly in relation to the US. Key contacts include Alexander Rang and Reinhold Ernst (both extensively active in capital market law).
Equity capital markets in Germany
Latham & Watkins LLP
Latham & Watkins LLP's integrated corporate finance approach enables the team to provide comprehensive support to banks and corporates on ECM transactions as well as various related DCM, financing and restructuring issues. In addition to its cross-practice cooperation, the client base also benefits from its close network across locations; this has resulted in particular synergies when advising German issuers on IPOs in the US. This competence is further complemented by sector expertise in the areas of healthcare and life sciences based on the cooperation with the firm's healthcare team, which is of particular relevance for US IPOs. The group recently also advised on capital increases, private equity exits and carve-outs. Alongside practice head Oliver Seiler, these matters were often led by David Rath, who is also well versed in stock corporation and takeover law as well as in transactions under the Reorganization Act; both are regularly supported by associate and ECM expert Camilla Kehler-Weiß.
Testimonials
‘A very client-oriented, technically excellent and pragmatic ECM team; very user friendly and always concerned with successful results.’
‘Extremely thorough and detailed – exactly what we need as a banking client.’
‘Oliver Seiler and David Rath are an excellent, highly competent and effective team.’
Key clients
Adesso SE
atai Life Sciences N.V.
Bank of America Merrill Lynch
Barclays
Bregal/Novem Group S.A.
Cheplapharm AG
Citigroup
Commerzbank AG
Credit Suisse
Deutsche Bank
Goldman Sachs
Hg / MeinAuto Group
J.P. Morgan Chase
Morgan Stanley
Nagarro
Siemens Healthineers AG
Linklaters
Linklaters recently expanded its issuer advice beyond the DAX40 sphere; while advice to corporates continues to be the focus of its activity, banks also form part of its client portfolio. Instructions on both sides recently pertained to (planned) IPOs in Germany, Scandinavia and Switzerland (the latter benefiting not least from practice lead and co-head of the Swiss Group Marco Carbonare's relevant expertise) as well as to capital increases, De-SPACs and Dual track proceedings, including related corporate reorganizations. Carbonare, who is qualified in Germany, the UK and the US, is supported by ECM and DCM expert Alexander Schlee among others.
Testimonials
‘Big effort; partner-centric approach.’
‘Marco Carbonare: Very experienced; good understanding of processes in the company; open to pragmatic approaches.’
‘Alexander Schlee: Very service-oriented; always available; fast response time and (nevertheless) very sound advice.’
Work highlights
- Advising Volkswagen AG and Porsche AG as lead counsel on the planned IPO of Porsche AG on the Frankfurt Stock Exchange, including the preparatory corporate reorganization.
- Advising Morgan Stanley Europe SE on Vonovia’s €8 billion rights issue to finance the takeover of Deutsche Wohnen.
- Advised thyssenkrupp and its hydrogen business (nucera) as lead counsel on the planned IPO, including the associated reorganization.
Clifford Chance
Issuers and underwriters regularly instruct Clifford Chance to advise on IPOs, including SPACs and de-SPACs, and capital increases, thereby benefiting from the close collaboration with its DCM, corporate and private equity practices, which benefits its assistance with pre-IPO rounds and convertible bonds flows among others. Comprised of German and US lawyers, the team is also able to advise on Rule 144A share placements in the US – which are routinely led by practice head George Hacket – but recently also assisted with IPOs on the Swiss SIX Swiss Exchange. In August 2022, the two ECM experts Philipp Klöckner and special counsel Nico Feuerstein moved to Milbank.
Other key lawyers:
Axel Wittmann
Testimonials
‘Clifford Chance is one of the best law firms in the ECM field.’
‘Innovation at Clifford derives particulalry from its incomparable wealth of experience, which allows Clifford to clearly set itself apart from other practices.’
‘George Hacket: One of the most experienced US lawyers active in Germany and Austria and knows all the special features based on his many years of experience.’
‘George Hacket: Engaging, focused, always composed (even within the perfect storm) and a cornerstone of a successful transaction. He particularly sets himself apart from his competitors through his unpretentious, straightforward and solution-oriented manner and charm, which has already been able to solve many difficult situations.’
Hogan Lovells International LLP
Due to the close cooperation with its corporate practice, Hogan Lovells International LLP's ECM team assists issuers and issuing banks not only with classic capital increases and IPOs, but also with stock dividends; recently, the latter made up a significant part of instructions as well as share investments, buybacks and delistings. The group is headed by Michael Schlitt whose expertise mirrors the corporate and capital markets expertise. The arrival of Sebastian Biller (previously managing associate at Linklaters ) as counsel in June 2022 further strengthened this intersection and in particular the practice's public M&A capacities.
Testimonials
‘Excellent expertise, exceptional commitment, very pragmatic and solution-oriented.’
‘The team works in a very service-oriented manner and guarantees consistent and almost constant availability in transactions. The high number of transactions means that the team is always familiar with current market standards and developments.’
‘Reliable cooperation, high basic competence.’
‘Michael Schlitt and team: Committed, creative, solution-oriented, good stakeholder management.’
‘Michael Schlitt and his team are available around the clock and always respond immediately. The service is not only fast, but also reliable and practical.’
‘In addition to Michael Schlitt, whose experience and knowledge of the market are outstanding, we worked primarily with Susanne Ries. Both answered all relevant questions to our complete satisfaction and were able to prepare complex legal issues for us in a short time.’
‘Michael Schlitt: Aery experienced, competent and reliable consultant.’
‘Michael Schlitt: Very solution-oriented and creative, especially in difficult situations that are out of line. He brings an exceptional understanding of the internal processes and needs of the client/in-house lawyer.’
Key clients
Bundesrepublik Deutschland – Finanzagentur GmbH
Delticom AG
Hauck & Aufhäuser Privatbankiers AG and ABN AMRO Bank N.V
Jefferies GmbH und UniCredit Bank AG
Joh. Berenberg, Gossler & Co. KG
Katjesgreenfood GmbH
Pareto Securities AS
va-Q-tec AG
voxeljet AG
Baader Bank
Commerzbank AG
DIC Asset AG
Deutsche Bank Aktiengesellschaft
Bankhaus Metzler
HORNBACH Baumarkt AG
Work highlights
- Advising the Federal Republic of Germany – Finanzagentur GmbH on its participation in the capital increase of Deutsche Lufthansa AG.
- Advising Hauck & Aufhäuser Privatbankiers AG and ABN AMRO Bank NV on the IPO of hGears AG.
- Advising Jefferies GmbH and UniCredit Bank AG on an approximately €105 million capital increase by Deutsche Beteiligungs AG with subscription rights.
Skadden, Arps, Slate, Meagher & Flom LLP
Skadden, Arps, Slate, Meagher & Flom LLP continues to be a frequent advisor to companies and particularly investment banks on US-related IPOs and capital increases, for which they are well equipped as a team comprised of German and US lawyers. Based on this expertise and the close cooperation with its private equity team, the group is also experienced in pre-trade mergers with SPACs. The DACH region represents another geographical focus which was recently proven by assisting Swiss companies with capital increases through accelerated book building processes. Stephan Hutter, who is well-versed in capital markets law as well as in the management of cross-border corporate and M&A matters, heads the practice.
Other key lawyers:
Caspar Schmelzer; Lukas Greilich
Testimonials
‘Excellent expertise, high commitment, creative solution orientation.’
Key clients
Armira
Babbel
Boxine
Berenberg
BofA Securities
Deutsche Bank
Goldman Sachs
Jefferies
J.P Morgan
Morgan Stanley
MorphoSys
SIGNA Group
Silver Lake
UBS
Work highlights
- Advised SIGNA Sports United on their $3.3 billion merger with Yucaipa Acquisition Corporation.
- Advising the banking consortium on the €2.3 billion IPO of Vantage Towers.
- Advising the bank consortium on the IPO of ABOUT YOU.
Allen & Overy LLP
In close cooperation with the US corporate finance team headed by Marc Plepelits and other international offices of the law firm, Allen & Overy LLP focuses its advice on issuers – most recently from the TMT, tourism and real estate sectors – but also investment banks and investors seeking assistance with capital increases, (planned) IPOs and ongoing capital market issues. This interdisciplinary structure also results in relevant capacities at the DCM interface (both Plepelits and practice head Knut Sauer are active here) which are applied to advise on capital increase-related bond issues as well as on financing and private equity matters.
Testimonials
‘Good international networking.’
Key clients
Autodoc AG
Berenberg Bank
Commerzbank
CORESTATE Capital Holdings AG
Deutsche Beteiligungs AG
Gerry Weber AG
Hello Fresh SE
MAX Automation SE
ProSiebenSat.1 Media SE
Riverside Company
Roland Berger
Senvion S.A.
Scout24 AG
SGL Carbon
tado GmbH
TUI AG
Work highlights
- Advising TUI on various capital increases and convertible bonds with a total volume of around €2.5 billion.
- Advising Autodoc AG on the planned IPO/dual track in the regulated market (Prime Standard) of the Frankfurt Stock Exchange.
- Advising tado GmbH on the intended merger with GFJ ESG Acquisition I SE and the planned IPO via De-SPAC.
CMS
At CMS , Andreas Zanner and Philipp Melzer jointly head the ECM Group and, just as the team in general, focus on advising issuers, issuing banks and shareholders on various equity transactions, including related corporate law issues such as mergers. Recently, the group was frequently instructed with matters pertaining to stock and scrip dividends.
Testimonials
‘Professional, high-quality advice at reasonable prices. Great added value through the CMS-wide network and the full service approach.’
‘As clients of CMS, we can rely on them having the expertise in all areas of law to give us good advice.’
‘I consider CMS to be an agile and therefore client-oriented law firm.’
Gleiss Lutz
With a clear focus on issuing advice, Gleiss Lutz is an experienced advisor to medium-sized companies and large corporations on capital increases, (planned) IPOs and, most recently, increasingly on delistings; clients hereby also benefit from interdisciplinary expertise based on the close cooperation between the capital markets and corporate teams. This intersection also mirrors the focus of practice head Stephan Aubel and other team members resulting in broad expertise in related squeeze-out and takeover scenarios. For cross-border share placements, including placements with US investors under Rule 144A, the practice cooperates with best-friend firms.
Key clients
Aufsichtsrat der Volkswagen AG
Burda Digital SE
Delivery Hero
HORNBACH Holding AG & Co. KGaA
LEG Immobilien AG
Northern Data AG
Schaltbau Holding AG
SLM Solutions Group AG
Talanx
Work highlights
- Advising the supervisory board of Volkswagen AG on a possible IPO of Porsche AG.
- Ongoing corporate and capital market advice to Northern Data AG, including advice on two non-cash capital increases totaling more than €500 million for the acquisition of server systems and a Bitcoin miner.
- Advising Schaltbau Holding AG on the issue and conversion of a mandatory convertible bond with a volume of €60 million and subsequent takeover and delisting offer.
Noerr
Alongside practice heads Holger Alfes (M&A, capital market and financing transactions) and Julian Schulze De la Cruz (ECM, DCM, public takeovers), Noerr's ECM team also fields a partner in Hamburg with Stephan Schulz. This cross-location expertise, which covers an extensive range of capital market issues, is predominantly sought after by companies and to a lesser extent by investors; most recently, instructions included (planned) IPOs and capital increases, delisting takeover offers and share purchases as well as the adjustment and restructuring of share programs. In January 2022, the group's focus on intersecting corporate and capital market law advice was emphasized with the appointments of Dominique Stütz and Philip Schmoll to associated partners.
Testimonials
‘Available team. Very constructive and good cooperation.’
‘Close to the market, very efficient and available at all times.’
‘Excellent knowledge of ECM, especially with regards to ongoing advice. In particular, the team has a very good overview of the practice and can therefore advise very precisely and pragmatically.’
Key clients
Mutares SE & Co. KGaA
Veganz Group AG
DFV Familienversicherung
TAG Immobilien AG
Fresenius Medical Care
Deutsche Industrie REIT-AG
StyleRemains GmbH / Rebelle AB
CECONOMY AG
Hauck Aufhäuser Lampe Privatbank AG
Befesa S.A.
Borussia Dortmund
The Social Chain AG
ODDO BHF AG
Compleo Charging Solutions AG
Global Founder Capital
Deutsche Finanzagentur
EQS Group AG
GREENFORCE FUTURE FOOD AG
Quirin Privatbank AG
windeln.de
Work highlights
- Advising the PE investor Mutares on a capital increase with subscription rights over €100 million and an uplisting in the regulated market.
- Advising CECONOMY AG on the issue and admission of new shares from a non-cash capital increase and the issue of convertible bonds.
- Advising Borussia Dortmund on a capital increase with subscription rights.
Norton Rose Fulbright
Norton Rose Fulbright's team, which acts on behalf of banks and issuers, covers the ECM area comprehensively and regularly acts across the intersection to public M&A and stock corporation law. Benedikt Gillessen and practice head Frank Peter Regelin (both extensively active in capital markets and stock corporation law) recently led particularly often on matters relating to capital increases. US securities law instructions are handled in cooperation with the firm's London and US offices.
Testimonials
‘Perfectionist advice on matters.’
‘The team is of very high quality and stands out for its very good cooperation and working atmosphere.’
‘Dr. Gillessen: He has been a level-headed, reliable and always available advisor to us.’
‘Frank Regelin: The all-purpose weapon in investment banking. Simply impeccable and very high value for money.’
‘Benedikt Gillessen: Veteran, reliable, very accurate.’
Key clients
BAUER Aktiengesellschaft
DZ BANK Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main
ERWE Immobilien AG
Futurum Bank AG
Jefferies
Quirin Privatbank
Voltabox AG
ATHOS KG
Paragon GmbH & Co. KGaA
ICF Bank AG
White & Case LLP
Its international and cross-practice setup allows White & Case LLP's ECM practice to advise issuers and underwriters on domestic and cross-border equity transactions, including SPAC and de-SPAC transactions, under German and US law, as well as on pre-IPO rounds of financing and other transactions embedded in financing packages. ECM and DCM expert Rebecca Emory is a key contact for the team, which further strengthened this intersection with the arrival of Yannick Adler from Cravath, Swaine & Moore LLP in August 2021.
Testimonials
‘Excellent expertise and experience; convincing.’
‘Gernot Wagner: Fast, analytically strong, solution-oriented.’
Key clients
Deutsche Lufthansa
wefox
Enpal
Deutsche Bank
Work highlights
- Advised Deutsche Lufthansa on its €2.2 billion capital increase with subscription rights. The transaction was part of an integrated financing package.
- Advising wefox Holding AG, a leading pan-European platform for digital insurance business and insurance distribution, on its $650 million pre-IPO Series C financing round.
- Advising Enpal GmbH on the preparation, implementation and closing of the €150 million Series C financing of the SoftBank Vision Fund 2.
Ashurst LLP
The ECM team at Ashurst LLP is headed by corporate and capital markets law expert Matthias von Oppen and recently assisted issuing banks and companies with their Prime Standard IPOs on the Frankfurt Stock Exchange and also covers various related topics.
Testimonials
‘Very cooperative partnership.’
‘We have enjoyed a long and trusting working relationship with Ashurst LLP. As Transaction Counsel for our IPO and especially for the last capital increase, we received many valuable tips and impulses, which ultimately also ensured the success of the projects.’
‘We have been able to employ a very competent team that has very good contacts to the most important players in the market and in particular maintains close coordination with BaFin.’
Key clients
Barclays
Joh. Berenberg, Gossler & Co. KG
Jefferies
hGears AG
Vulcan Energy Resources Limited
Work highlights
- Advising a consortium of banks led by Global Coordinators Barclays, Berenberg and Jefferies in connection with the IPO and Prime Standard Listing of Mister Spex SE, a German eyewear and contact lens retailer and omnichannel optician based in Berlin.
- Advising hGears AG, a global manufacturer of high-precision gear parts and components with a focus on products for e-mobility, on the IPO on the Prime Standard of the Frankfurt Stock Exchange.
- Advising Vulcan Energy Resources Limited, an Australian listed company, in connection with the dual listing on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard).
DLA Piper
Working closely with the London office's US securities law experts, DLA Piper's German ECM team is well versed in advising issuers and underwriters on US-related capital market transactions, including SPACs – which are often led by Roland Maass -, although the group is also active across other jurisdictions such as Switzerland. Stock corporation and capital market compliance issues represent the practice's second pillar, which Kerstin Schnabel is primarily responsible for.
Other key lawyers:
Roland Maaß; Kerstin Schnabel
Testimonials
‘Tailored advice.’
‘Super flexible, high level of expertise and always constructive.’
‘Lean structures; competent colleagues from partner to associate level; quick feedback and solution-oriented work.’
‘Dr. Roland Maass: Very renowned expert with in-depth experience and creative solutions.’
‘Dr. Roland Maass: Good availability, uncomplicated coordination, short, targeted statements.’
‘Roland Maass: Incredible technical know-how; perfect coordination across all parties; 24/7 operation.’
Key clients
ATOSS Software AG
Deutsche Beteiligungs AG
DIC Asset AG
Drägerwerk AG & Co. KGaA
GELSENWASSER AG
Gigaset AG
HanseYachts AG
Heidelberger Druckmaschinen AG
Joh. Berenberg, Gossler & Co. KG
Jungheinrich AG
KOMSA AG
LPKF Laser & Electronics AG
Montana Aerospace AG
q.beyond AG
Stifel Europe Bank AG
TTL Beteiligungs- und Grundbesitz-AG
UniCredit Bank AG
VARTA AG
VIA optronics AG
Vita 34 AG
Work highlights
- Advised Montana Aerospace AG, a manufacturer of complex lightweight components and structures for the aerospace industry, on its successful IPO and listing on the SIX Swiss Exchange.
- Advising Joh. Berenberg, Gossler & Co. KG as Sole Global Coordinator and Joint Bookrunner and Stifel Europe Bank AG as Joint Bookrunner on a rights issue of Compleo Charging Solutions AG.
- Advising the listed German umbilical cord blood bank Vita 34 AG on its public cross-border exchange offer for all shares of its competitor Polski Bank Komórek Macierzystych SA (PBKM), which is listed on the Polish stock exchange in Warsaw.
Heuking
Heuking's consulting approach is tailored to medium-sized companies which, in addition to advice on capital increases, listings and reverse IPOs, also seek assistance with related corporate issues such as restructuring. This cross-over expertise also mirrors practice head Mirko Sickinger‘s focus.
Testimonials
‘The practice is very competent and experienced (also internationally), extremely reliable, quick to respond, open and honest in communication.’
‘With a central contact person, projects are very efficient with this practice.’
‘USP: Profound capital market know-how and strong cross-office team in capital market law; transparent billing at moderate hourly rates.’
‘I have known Mirko Sickinger for many years. He contributes his professional competence to every question and small discussions, without immediately trying to working towards an instruction.’
‘Dr. Sickinger always works in a solution-oriented and cost-efficient manner, deadlines and commitments are always met. In addition to his professional competence, I appreciate his open, fair, binding and friendly manner in dealing with people.’
‘Dr. Thorsten Kuthe: Very solution-oriented; good contacts to courts and supervisory authorities.’
Work highlights
- Advising Enapter AG on a capital increase (around €30 million) as part of a complex transaction, including a pre-placement through an accelerated book building process with the issuance of an EU reconstruction prospectus.
- Advising Orange Horizon Capital Group SA on the formation and issue of dematerialized shares in Luxembourg and subsequent inclusion in the general over-the-counter market of the Düsseldorf Stock Exchange by means of a so-called shelf listing.
Taylor Wessing
Taylor Wessing‘s combined corporate and capital market law advice results in a regular flow of instructions from companies pertaining to national and international capital market transactions, public takeovers and corporate issues as well as the preparation of shareholder meetings. Ulrich Reers (token issuances) and former practice head Lars-Gerrit Lüßmann (M&A and capital markets transactions) joined Gowling WLG in spring 2023.
Other key lawyers:
Oliver Rothley; Marc-Oliver Kurth; Sebastian Beyer
Testimonials
‘Well-established and excellent knowledge.’
‘Fast, resilient, “all-terrain”.’
Key clients
123fahrschule SE
Aap Implantate AG
Brockhaus Technologies AG
Bundesrepublik Deutschland (Bundesministerium der Verteidigung)
C. Bechstein Pianoforte AG
Compagnie de Saint-Gobain Zweigniederlassung Deutschland
Formycon AG
Francotyp Postalia Holding AG
Giesecke+Devrient GmbH
Grand City Properties SA
Hauck Aufhäuser Lampe AG; mbank SA
KPS AG
Stokr SA
mVISE AG
Vivoryon Therapeutics N.V.
Work highlights
- Advising the Federal Republic of Germany (acting through the Federal Ministry of Defence) on their rights as a 25.1% shareholder in the listed HENSOLDT AG and on matters of major security interests on the occasion of LEONARDO’s 25.1% stake in HENSOLDT AG.
- Advising Grand City Properties SA, listed in the MDAX, on their Scrip Dividend with Berenberg as settlement agent.
- Advising the accompanying banks Hauck Aufhäuser Lampe Privatbank and Polish mBank on the public takeover of Polish Polski Bank Komórek Macierzystych SA (PBKM) by German Vita 34 AG by way of an exchange offer.