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Equity capital markets in Germany

Hengeler Mueller

Hengeler Mueller stands out for its capabilities advising corporates on capital market transactions, listings and IPOs alongside capital increases. This work is increasingly international in nature, which means that the team regularly acts as German local counsel, while clients also benefit from its close integration with other practice groups, most notably corporate, M&A, banking and finance and banking supervisory law. For work at the intersection between capital market and corporate law, clients routinely retain Reinhold Ernst, Dirk Busch and Wolfgang Groß, while Alexander Rang serves the capital markets and banking regulatory intersection. Its sector expertise is equally broad; during the research period, the team handled mandates from, among others, the energy, passenger transport and biotechnology sectors. Since 2019, the practice has also been advising on two planned private equity-related IPOs.

Latham & Watkins LLP

Latham & Watkins LLP continues to be one of the most active players in the German ECM market. The team provides wide-ranging advice on IPOs and equity capital market transactions and, in cooperation with various other practice groups, is able to cover an equally broad array of sectors. In the real estate sector for example, clients benefit from the integrated corporate finance platform, while issuers and banks are able to draw on the firm's healthcare expertise for transactions in the care and life sciences sectors, which frequently feature US elements. This US expertise is also reflected in the support provided to German issuers in US IPOs and is one of the team's core strengths. In addition to real estate and healthcare, the practice also handles high-profile e-commerce work, as well as an increasing number of instructions in sustainable ECM, such as advising on IPOs of companies committed to sustainable consumer behaviour. Practice head Oliver Seiler and David Rath, who made partner at the start of 2021, frequently handle IPOs and capital increases, while Rath also advises on stock corporation and takeover law as well as on transactions under the German Reorganisation Act. Capital market and corporate lawyer Marcus Funke left the firm in January 2020 and joined the start-up RightNow as chief legal & strategy officer.

Practice head(s):

Oliver Seiler

Other key lawyers:

David Rath

Testimonials

Oliver Seiler: High level of technical expertise; very good comprehension; excellent management skills; absolute openness and reliability.

Key clients

Allgeier

Berenberg

BofAML

Commerzbank

Congatec Holding AG

Credit Suisse

Deutsche Bank

DIC Asset

Encavis AG

Goldman Sachs

J.P. Morgan

HSBC

Morgan Stanley

ZF Friedrichshafen AG

Work highlights

  • Syndicate banks: Advice on the planned spin-off and listing of Siemens Energy.
  • Syndicate banks Deutsche Bank, Goldman Sachs and JP Morgan: Advice on the planned IPO of thyssenkrupp.
  • Syndicate banks JP Morgan, Deutsche Bank and BofAML: Advice on the planned spin-off and subsequent listing of Vitesco Technologies, former Powertrain division of Continental AG, on the Frankfurt Stock Exchange.

Linklaters

Covering the DACH region and Nordic countries, the ECM team at Linklaters has had a successful year and, during the research period, has been involved in a number of (planned) IPOs, including related spin-offs, and capital increases. Most of its work was handled for corporates and private equity groups but the team also acts for syndicate banks. In capital increases, the team focuses on rights issues to finance large M&A transactions. Clients also benefit from the fully integrated US practice, which works closely with the German corporate and capital market practices. This interplay is also reflected in practice head Marco Carbonare, who is German, English and US law qualified. In addition to his ECM expertise, he is also well versed in DCM; a range of experience he shares with Alexander Schlee.

Practice head(s):

Marco Carbonare

Other key lawyers:

Alexander Schlee; Carsten Rauch

Testimonials

Accessibility, expertise and practicality.’

Sullivan & Cromwell LLP

Sullivan & Cromwell LLP's ECM team regularly advises issuers and underwriters on IPOs and has recently been particularly active in the e-commerce, fintech and healthcare sectors. Its work portfolio includes capital increases and showcases particular expertise in SEC-registered deals. This combined German-US law expertise constitutes a key strength of the team and is regularly applied in integrated 144A mandates. Clemens Rechberger, who is admitted to practice under German and New York law, is a key contact for this segment and is also well versed in the DCM space. Capital market and M&A expert Carsten Berrar leads the team and serves as managing partner of the Frankfurt office.

Practice head(s):

Carsten Berrar

Allen & Overy LLP

Directly linked to the firm's corporate practice and in regular cooperation with its DCM colleagues, the ECM practice at Allen & Overy LLP assists issuers and issuing banks with various equity transactions, including IPOs, rights offerings and capital increases as well as block trades and equity-linked transactions. Thanks to its close cooperation with colleagues admitted in the US, the practice is well equipped to guide clients through matters featuring US law aspects. This interconnection is reflected in Marc Plepelits, who not only heads the ECM practice but also the US corporate finance team and focuses on cross-border capital market transactions carried out by German, Austrian and Swiss companies. He co-heads the practice with Knut Sauer, who, in addition to capital market and corporate transactions, also handles associated regularly matters.

Practice head(s):

Knut Sauer; Marc Plepelits

Key clients

Berenberg Bank

Deutsche Bank

Citi

Commerzbank

Credit Suisse

Goldman Sachs

J.P.Morgan

ODDO BHF

UBS

CORESTATE Capital Holdings AG

Deutsche Beteiligungs AG

Evonik Industries AG

IHO Verwaltung

Senvion S.A.

SGL Carbon

Work highlights

  • Bryan Garnier & Co Ltd. and Commerzbank Aktiengesellschaft: Advising the Joint Global Coordinator and Joint Bookrunners in connection with the planned IPO of congatec Holding AG.
  • Gerry Weber AG: Advice in the course of the comprehensive restructuring of the group of companies on a capital increase and the approval of the new shares, which is subject to a prospectus
  • Joh.Berenberg, Gossler & Co. KG: Advising as sole global coordinator and sole bookrunner on the successful placement of newly issued shares in cyan AG as part of a 10% cash capital increase, excluding shareholders’ subscription rights.

Clifford Chance

Since the arrival of Philipp Klöckner from Sullivan & Cromwell LLP in May 2019, Clifford Chance's practice, which previously focused on advising underwriters, has also been increasingly active for issuers. Thanks to the close cooperation with various other practice groups and offices within the firm's international network, most notably with its colleagues in Luxembourg and New York, the team is able to offer a broad spectrum of services, which, alongside capital increases and IPOs, also includes pre-IPO matters at the intersection with DCM and financing. George Hacket heads the practice and, with his expertise in US securities law, is a regular fixture on international securities transactions.

Practice head(s):

George Hacket

Other key lawyers:

Philipp Klöckner

Hogan Lovells International LLP

Hogan Lovells International LLP advises its client base consisting of national and international companies and investment banks on IPOs and capital increases and has particular expertise in script divided transactions and equity-linked products. Its close links to the venture capital group in Munich enables the team to advise on private placements, which frequently take place in the run-up to potential IPOs. Practice head Michael Schlitt covers a wide range of capital market law and corporate finance. In September 2019, his team lost ECM expert Susanne Lenz, who is qualified in Germany and New York, to Pinsent Masons Germany LLP.

Practice head(s):

Michael Schlitt

Other key lawyers:

Susanne Ries; Mark Devlin

Key clients

ABN AMRO Bank N.V.

Berenberg

BNP PARIBAS S.A

Commerzbank AG

CONSUS Real Estate

Deutsche Wohnen SE

Deutsche Bank

DIC Asset AG

Finanzagentur GmbH

Jennewein Biotechnologie GmbH

Jefferies

J.P. Morgan Securities plc

Joh. Berenberg, Gossler & Co. KG

Shop Apotheke Europe N.V.

Salzgitter

Work highlights

  • Finance Agency GmbH: Advice on stabilization measures for Deutsche Lufthansa AG.
  • Shop Apotheke Europe NV: Advising on the listing and admission of senior unsecured convertible bonds totaling € 135 million, the placement of around 1.39 million new bearer shares in the company and a € 65 million capital increase.
  • Deutsche Bank and JP Morgan: Advice on the planned IPO of Logistrial Real Estate AG.

White & Case LLP

With the two US lawyers Gernot Wagner and Rebecca EmoryWhite & Case LLP's practice is well placed to provide integrated advice under German and US capital market law. This offering attracts issuers and underwriters, who regularly instruct the team to assist with national and cross-border ECM and equity-linked transactions. During the reporting period, this key strength was demonstrated in the team's assistance in various capital increases (with and without subscription rights) and private placements. In January 2020, the practice's partner roster was expanded following the promotion of Thilo Diehl, who advises issuers, financial investors and syndicate banks on public issues and private placements of equity and debt instruments.

Practice head(s):

Gernot Wagner

Testimonials

Very good networking of the partners between ECM, Corporate, M&A and Debt. Contact person very responsive. See himself as a real comprehensive counsel, actively approaching us outside of specific mandates with tips, advice and questions.

Very good market knowledge, very good interdisciplinary cooperation, flexibility with regard to billing models, efficient mandate processing, good for an open word on many topics, close connection to the in-house legal department.’

Thilo Diehl is an excellent lawyer who always takes a look at the client’s overall situation and thus offers valuable support. In addition, Dr. Kiefner provides valuable support in company law with excellent knowledge. Both colleagues are also very pleasant personalities.

Key clients

Drägerwerk AG & Co. KGaA

ADO Properties S.A.

Consus Real Estate AG

VIC Properties S.A.

JOST Werke AG

Work highlights

  • ADO Properties: Advising on the takeover of ADLER Real Estate AG and the strategic cooperation with Consus Real Estate AG.
  • ADO Properties SA: Advising on the admission of 27,651,006 new shares to trading on the Frankfurt Stock Exchange (Prime Standard) on the basis of an admission prospectus approved by the CSSF. In addition, advising ADO Properties on further capital market financing.
  • Drägerwerk AG & Co. KGaA: Advice on a capital increase without subscription rights as part of an accelerated placement process.

CMS

CMS mainly advises issuers, but also banks, on the full remit of capital market law including associated matters. This leads to regular instructions on IPOs at the German stock exchange, NASDAQ and Euronext as well as on capital increases, public takeovers and, increasingly, on stock dividends. In addition, the team provides assistance with stock market segment switches and various capital market compliance matters. Andreas Zanner, whose focus lies on work at the intersection between capital market and corporate law, heads the practice from Frankfurt together with Philipp Melzer, who, besides ECM experience, also has expertise in structured financial products and derivatives.

Practice head(s):

Andreas Zanner; Philipp Melzer

Gleiss Lutz

Gleiss Lutz's client portfolio primarily consists of listed companies, which receive advice on capital increases and planned IPOs as well as on related corporate and DCM issues. Handling insolvency-related capital measures constitutes a particular strength but the team also has notable experience in delistings and share buybacks. Practice head Stephan Aubel provides wide-ranging assistance with capital market and corporate law matters.

Practice head(s):

Stephan Aubel

Other key lawyers:

Hoimar von Ditfurth

Key clients

DeGiro B.V. und ihre Gesellschafter

SLM Solutions Group AG

curasan AG

Highlight Communications AG

Talanx AG

Delivery Hero SE

Work highlights

  • DeGiro BV and its shareholders: Advice on the contribution of DeGiro to flatex AG by way of a capital increase in kind with a volume of approx. € 190 million.
  • SLM Solutions Group AG: Advising on the conclusion of a backstop / financing agreement with the largest shareholder Elliott and the announced issuance of an innovative convertible bond in three tranches with a volume of more than € 60 million by way of a subscription offer with a securities prospectus.
  • curasan AG: Advice on restructuring and the subsequent preparation and initiation of insolvency proceedings. The restructuring included, among other things, the issue of convertible bonds, a capital reduction and a rights issue.

Noerr

Noerr covers the gamut of ECM issues and is also experienced in handling various associated matters such as public takeovers, squeeze-outs and delistings. While the team's client portfolio includes both banks and issuers, the respective focus varies across is German offices: The Frankfurt office specialises in advising issuers, investors and issuing banks on various ECM and DCM matters, including IPOs and capital increases; an interface competence that was given further weight with the partner appointment of Julian Schulze De la Cruz in January 2020; while the Munich office focuses on providing corporates with ongoing capital market and stock corporation law advice. Clients requiring assistance with stock corporation law also routinely contact the Hamburg office, where the team handles share issues. Gerald Reger and Holger Alfes jointly head the practice and handle a wide range of capital market transactions.

Practice head(s):

Holger Alfes; Gerald Reger

Testimonials

The team advises precisely and conscientiously. The personal exchange is pleasant. A real unique selling point of Noerr’s Frankfurt ECM team: The entry of the former head of the BaFin’s insider department as a counsel at Noerr.

Extremely service-oriented, extremely deep understanding not only of legal issues, but also of the context of the capital market.

Stephan Schulz: In-depth specialist knowledge, extremely service-oriented, extremely pleasant mandate management.’

Key clients

Gateway Real Estate

Frequentis AG

Jumia Technologies AG

Baader Bank AG

ODDO BHF

NIBC Bank

Jefferies

M.M. Warburg & Co (AG & Co.)

Windeln.de SE

COMMERZBANK

Work highlights

  • Gateway Real Estate AG: Advising on the successful re-IPO in the regulated market of the Frankfurt Stock Exchange (Prime Standard) and a 10% private placement in the amount of € 180 million.
  • Frequentis AG, Commerzbank and BankM: Advising the Austrian tech company and banks on their IPO in the regulated market of the Frankfurt Stock Exchange (General Standard) and the Vienna Stock Exchange.
  • Deutsche Industrie REIT-AG and Deutsche Konsum REIT-AG: Advice on various corporate actions.

Norton Rose Fulbright

Norton Rose Fulbright is a key player for matters at the interface between capital market and stock corporation law, which is also where much of Frank Regelin's and Benedikt Gillessen's work lies. As a result of this, the team assists issuers and investment banks with various domestic and cross-border capital market transactions such as IPOs, capital measures and share placements and, at the same time, also covers capital market compliance and stock corporation law matters. Due to its close ties to the corporate practice, the team is also well equipped to assist with public takeovers.

Practice head(s):

Frank Regelin

Other key lawyers:

Benedikt Gillessen

Key clients

ADLER Real Estate AG

Abacus Medicine A/S

Berenberg

BOCI

Quirin Bank

Work highlights

  • ADLER Real Estate AG: Advice on the reverse takeover of ADO Properties SA
  • Abacus Medicine A/S: Advice on the planned IPO and listing on the Frankfurt Stock Exchange (Prime Standard).
  • Banking consortium led by Bank of China International (BOCI) Asia Limited: Advising on the IPO and listing of EuroEyes International Eye Clinic Limited on the Main Board of the Hong Kong Stock Exchange.

Skadden, Arps, Slate, Meagher & Flom LLP

With a team consisting of German and US lawyers, Skadden, Arps, Slate, Meagher & Flom LLP covers a broad range of capital market transactions, including IPOs, secondary placements, capital increases and equity-linked transactions as well as general capital market and corporate law matters, with instructions typically stemming from financial institutions. A key contact for matters at the intersection between ECM and corporate law, Katja Kaulamo moved to Paul Hastings LLP in December 2020, which constituted a considerable loss for the team led by Stephan Hutter. In addition to national mandates, the team's and Hutter's focus lies on international transactions, most notably in the DACH region and the US.

Practice head(s):

Stephan Hutter

Testimonials

High internationality; very good knowledge of the US market.

Great commitment from partners and associates.

Very economical thinking team with extensive market experience and very good technical know-how.

Stephan Hutter: Very experienced.

Key clients

Goldman Sachs

J.P. Morgan

UBS

Morgan Stanley

Berenberg

Citigroup

Bank of America Merrill Lynch

SIGNA Group

MorphoSys

CA Immobilien Anlagen

Work highlights

  • Goldman Sachs International, Morgan Stanley, Bank of America Merrill Lynch and Barclays: Advising as joint bookrunner on the € 2.3 billion IPO and the admission of TeamViewer AG to the Prime Standard of the Frankfurt Stock Exchange.
  • UBS and HSBC: Advising as Mandated Lead Arranger on the € 4.4 billion financing of the planned takeover of OSRAM Licht AG by ams AG.
  • J.P. Morgan, BofA Merrill Lynch, UBS Investment Bank und SVB Leerink: Advising as lead underwriter on the $ 150 million initial public offering of American Depositary Shares of BioNTech SE on Nasdaq.

Ashurst LLP

As well as assisting issuers, underwriters and shareholders with national and international equity issues, Ashurst LLP's workload also includes advising issuers on post-admission obligations, most notably those pertaining to the Market Abuse Regulation. With the Frankfurt-based China Desk, led by practice head Matthias von Oppen, the team has notable cross-border ECM expertise on Asia. This geographical focus is complemented by particular expertise in the real estate, technology and healthcare sectors.

Practice head(s):

Matthias von Oppen

Other key lawyers:

Reinhard Eyring; Gerrit Clasen

Heuking Kühn Lüer Wojtek

Heuking Kühn Lüer Wojtek's capital market law offering includes ongoing compliance support and predominately aims at the needs of corporates, but the team also acts for issuing banks. Its service portfolio includes IPOs, secondary offerings, rights issues and stock exchange segment switches as well as delistings and squeeze-outs, including other related corporate and stock corporation law issues. The advisory focus of Mirko Sickinger lies on this corporate and stock corporation law intersection.

Practice head(s):

Mirko Sickinger

Other key lawyers:

Thorsten Kuthe

Testimonials

Quick and pragmatic solutions.

Cross-office collaboration between specialists from various fields .’

Mirko Sickinger: Profound experience in capital markets law.

Thorsten Kuthe: Profound knowledge of German capital market law; solution-oriented consulting approach.

Pinsent Masons Germany LLP

Pinsent Masons Germany LLP was able to expand its capacity to handle matters at the intersection between German and US capital market law, which is frequently called upon in the context of securities placements in the US, with the arrival of ECM expert Susanne Lenz in August 2019. She was previously counsel at Hogan Lovells International LLP and is admitted in Germany and New York. Alongside the team's international expertise, it also receives a steady flow of mandates from companies and entrepreneurs due to its experience in national IPOs and capital increases as well as in stock dividends, and is entrusted with ongoing stock corporation and capital market law matters. Practice head Thomas Mayrhofer advises on equity and debt capital issuances.

Practice head(s):

Thomas Mayrhofer

Other key lawyers:

Alexander Thomas; Susanne Lenz

Key clients

CANCOM SE

S&T AG

Telefónica Deutschland Holding AG

Exasol AG

Mynaric AG

Mensch und Maschine Software SE

Softing AG

SÜSS MicroTec SE

ATAI Life Sciences AG

Spielvereinigung Unterhaching Fußball GmbH & Co. KGaA

Work highlights

  • Exasol AG and Hauck & Aufhäuser Privatbankiers AG: Support as Transaction Counsel in all legal questions in connection with the IPO, including preparation of the offering prospectus and support for the capital increase.
  • CANCOM SE: Support for a capital increase with a volume of € 174.2 million including the placement of shares with US investors.
  • Spielvereinigung Unterhaching Fußball GmbH & Co. KGaA: Advice on their IPO in summer 2019.

Taylor Wessing

With Lars-Gerrit Lüßmann in the lead, the team at Taylor Wessing specialises in advising companies and their boards of directors on the full remit of stock corporation and capital market law matters, which regularly have a US connection. In cooperation with US firms, the team acts for German issuers in matters pertaining to a US stock exchange listening, while also advising on IPOs, capital increases and public takeovers in a national setting. In addition, the practice demonstrates expertise in stock dividends as well as in the issuance of token-based securities, where the team is able to call on colleagues in the regulatory and IT teams. Core sectors include finance, healthcare, life sciences and real estate.

Practice head(s):

Lars-Gerrit Lüßmann

Key clients

Aroundtown SA

Brockhaus Capital Management AG

C. Bechstein Pianoforte Aktiengesellschaft

Centogene AG

SIXT Leasing SE

Vivoryon AG (ehemals Probiodrug AG)

Vivion Investments

Work highlights

  • Aroundtown SA: Advising the company listed in the Prime Standard and MDAX on capital market law on the public takeover offer in the form of an exchange offer by TLG Immobilien AG, which is listed in the SDAX.
  • Centogene AG: Assistance with the IPO on the New York technology exchange Nasdaq.
  • Vivion Investments S.à rl: Advising on the issue of two tranches of senior notes with a total value of € 1 billion.