Equity capital markets in Germany

Hengeler Mueller

Hengeler Mueller continues to be particularly active on the corporate side and assists with IPOs, listings and capital increases; in the latter segment, the team recently also acted for banking syndicates. These instructions often entail cross-border aspects, especially to the US. In addition to cooperating with partner firms, the group also acts across practices within the firm and benefits in particular from the corporate team's expertise, as well as from the firm's restructuring, banking and banking supervisory capabilities. This interdisciplinary approach also reflects on team level: Reinhold ErnstWolfgang Groß and Dirk Busch are among the key contacts for corporate-related capital markets matters, while Alexander Rang also advises on banking supervisory issues.

Latham & Watkins LLP

Latham & Watkins LLP is a popular choice for IPOs, carve-outs and spin-offs carried out in advance as well as for mergers with special purpose acquisition companies (SPACs) - which have recently been in greater demand - due to its integrated corporate finance approach which foots on the close interaction between the DCM, ECM, banking & finance and restructuring practices and the cooperation between German locations with the firm's offices in London and the US. Due to this international cooperation, the group is also well equipped for cross-border capital market transactions of any kind, especially those with a US connection, whereby the team routinely assists banks with US IPOs of German issuers. This particular geographic expertise has also resulted in a strong focus on the healthcare, life sciences, e-commerce and technology sectors. While the group continues to focus its advice on banks, the practice recently also experienced an increase in instructions by issuers. Practice head Oliver Seiler offers extensive advice in the ECM field and is supported by David Rath.

Practice head(s):

Oliver Seiler

Other key lawyers:

David Rath

Testimonials

‘Team with great legal expertise in the ECM/capital markets business, which has built up an outstanding track record of well-known ECM deals in recent years. In addition to its legal skills, the project management skills, the high level of commitment and the constant availability are also convincing.’

‘Dr. Oliver Seiler is an outstanding legal personality with a wealth of experience. Since joining the firm five years ago, he and his team have been involved in many well-known transactions. He not only impresses with his high level of professional competence, but also with his pragmatic approach and his pleasant manner. He built David Rath up to become a younger partner, who already impressed as a senior associate and now ensures that the team is always provided with sufficient resources and appropriate staff seniority can occur.’

Key clients

Allgeier SE

Bank of America

Berenberg

Citigroup

Commerzbank

Credit Suisse

Deutsche Bank

Digital Colony

DIC Asset

Encavis AG

Goldman Sachs

Hg/MeinAuto Group

J.P. Morgan

Morgan Stanley

Nagarro SE

Novo Holdings A/S

Siemens AG

Siemens Healthineers AG

Temasek

Work highlights

  • Advising a banking consortium consisting of JP Morgan, Deutsche Bank, BofAML on the planned spin-off and subsequent listing of Vitesco Technologies , former Powertrain Division of Continental AG, on the Frankfurt Stock Exchange.
  • Advising a banking consortium on the spin-off and subsequent listing of Siemens Energy on the regulated market (Prime Standard) of the Frankfurt Stock Exchange.
  • Advising listed Allgeier SE on the 100% spin-off of the global technology consulting and software development business now belonging to Nagarro Group and the associated listing of Nagarro SE (spin-off).

Linklaters

Linklaters is renowned for advising the issuer side, but recently also increasingly assisted banks with matters pertaining to subscription capital increases, share block trades and IPOs. In addition to traditional IPOs, carve-outs and spin-off transactions, the group most recently also oversaw various SPAC IPOs.  The practice covers the entire DACH region and the Nordic countries, while clients also benefit from its fully integrated US practice; these cross-border capabilities also mirror practice head Marco Carbonare's skills, who is qualified under German, English and US law. Alongside his expertise in capital market transactions, he is also experienced in advising on corporate and M&A instructions, while Alexander Schlee acts at the interface between DCM and ECM. The close interaction between these respective teams forms the practice's backbone.

Practice head(s):

Marco Carbonare

Other key lawyers:

Alexander Schlee; Carsten Rauch

Sullivan & Cromwell LLP

Practice head(s):

Carsten Berrar

Allen & Overy LLP

Under the leadership of Knut Sauer, Allen & Overy LLP's EMC team has been able to further intensify its cooperation with the corporate practice; clients can therefore not only rely on the group's assistance with IPOs, rights offerings, capital increases, stock exchange listings and share-linked transactions, but also with related corporate issues. The client portfolio thus shows a concentration of issuer-side advice, but also entails banks and investors. In addition to its cross-practice capabilities, cross-location coordination – especially with the offices in Luxembourg, Amsterdam and London – is an essential feature of the group's advice. The close cooperation with Germany-based, US-licensed lawyers equips the team well for US-related instructions.

Practice head(s):

Knut Sauer

Other key lawyers:

Marc Plepelits

Key clients

Berenberg Bank

Citi

Commerzbank

CORESTATE Capital Holdings AG

Credit Suisse

Deutsche Bank

Deutsche Beteiligungs AG

Evonik Industries AG

Gerry Weber AG

Goldman Sachs

Hello Fresh SE

IHO Verwaltung

J.P.Morgan

Morgan Stanley

ODDO BHF

ProSiebenSat.1 Media SE

Roland Berger

Senvion S.A.

Scout24 AG

SGL Carbon

UBS

Work highlights

  • Advising an online retailer on its planned IPO.
  • Advising TUI AG on the placement of a convertible bond.
  • Advising Gerry Weber International AG on its IPO (re-IPO) on the regulated market of the Frankfurt Stock Exchange as well as on a capital increase and the issue of a convertible bond as part of the company’s financial restructuring.

Clifford Chance

Clifford Chance's team, consisting of German and US lawyers, offers integrated ECM and DCM advice and, thanks to its close cooperation with the private equity practice, has further been able to expand its issuer-side advice. Recently, the group subsequently oversaw various private equity IPO exits and advised consortium banks – which make up a significant part of its client base – on IPOs of private equity-invested companies. In addition, the team was instructed to assist with rights issues and capital increases as well as with pre-IPO issues such as pre-IPO financing rounds and accelerated bookbuilding processes. George Hacket heads the practice and regularly applies his US securities law expertise to assist with international securities transactions.

Practice head(s):

George Hacket

Other key lawyers:

Philipp Klöckner

Hogan Lovells International LLP

Advice to underwriters – and to a lesser extent issuers – on capital increases of listed companies represented a significant portion of Hogan Lovells International LLP's recent case load, although it also assisted with IPOs and dual track exits. The team is further experienced in handling stock dividends and related rights issues. Practice head Michael Schlitt is well versed in ECM, DCM and corporate finance matters.

Practice head(s):

Michael Schlitt

Other key lawyers:

Susanne Ries; Mark Devlin

Testimonials

‘Large team with excellent legal expertise, very good project management skills, high commitment and availability at all times.’

‘Prof. Dr. Michael Schlitt is an outstanding authority in the field of ECM/capital markets law, who is not only proven by his track record, but also scientifically. He has a wealth of experience, is very service- and goal-oriented and able to solve problems legally, reliably and pragmatically at any time.’

‘Professor Schlitt and his team are available 24/7 and always respond immediately. The service is not only fast, but also reliable and practical.’

‘In addition to Professor Schlitt, whose experience and knowledge of the market are outstanding, we have worked a lot with Dr. Ries. Both answered all relevant questions to our complete satisfaction and were able to prepare complex legal issues for us in a short time.’

‘Very high availability and very pragmatic solutions, happily again at any time!’

‘Prof. Dr. Schlitt: Very competent and always pleasant to work with, strongly solution-oriented.’

Key clients

ABN Amro

BNP Paribas

Bundesrepublik Deutschland – Finanzagentur GmbH

Commerzbank

Credit Suisse

Deutsche Bank

DIC Asset

hGears AG

Jefferies International

Joh. Berenberg, Gossler & Co. KG

Shop Apotheke Europe N.V.

TUI

UniCredit

voxeljet

Work highlights

  • Advising TUI AG on a €500m capital increase with subscription rights.
  • Advising the Federal Republic of Germany – Finanzagentur GmbH on stabilization measures for Deutsche Lufthansa AG.
  • Advising BNP PARIBAS and Deutsche Bank on a €76.5m capital increase by Drägerwerk AG & Co. KGaA.

Skadden, Arps, Slate, Meagher & Flom LLP

Consisting of German and US lawyers, Skadden, Arps, Slate, Meagher & Flom LLP's multi-jurisdictional team is well equipped to advise on US-related instructions – which most recently included a US De-SPAC merger transaction –, but also routinely assists with capital market transactions in the DACH region. The group's advice offering to both issuers and underwriters includes assistance with IPOs, secondary offerings, capital increases, share-linked transactions and various related corporate law issues. Stephan Hutter heads the practice and, in addition to capital markets law, is also experienced in overseeing cross-border corporate and M&A matters.

Practice head(s):

Stephan Hutter

Other key lawyers:

Matthias Horbach

Key clients

BofA Securities

Morgan Stanley

UBS

J.P. Morgan

Berenberg

Jefferies

Medigene

MorphoSys

Phenox

HSBC

Work highlights

  • Advising a banking consortium consisting of BofA Securities, Morgan Stanley and UBS on the IPO of Vantage Towers AG with an issue volume of €2.3bn on the Frankfurt Stock Exchange.
  • Advising the global coordinators of a banking consortium consisting of UBS and HSBC on the €1.65bn rights issue of ams AG.
  • Advising a banking consortium consisting of JP Morgan, BofA Securities and Berenberg in connection with the US-registere $512m offering of American Depositary Shares by German biotech company BioNTech.

White & Case LLP

White & Case LLP is characterised by a strong integration of German and US legal advice, which also reflects on team level: US lawyers include Gernot Wagner and Rebecca Emory – two key contacts in the Frankfurt office – as well as ECM and DCM expert Yannick Adler, who joined from Cravath, Swaine & Moore LLP in August 2021. The team assists both issuers and underwriters with various domestic and cross-border equity transactions, such as capital increases and IPOs, including those related to SPAC. The group thereby regularly cooperates across practices, above all with its corporate and M&A colleagues, which subsequently enables assistance with follow-up corporate issues.

Practice head(s):

Gernot Wagner

Testimonials

‘Excellent industry knowledge, fast and precise implementation.’

‘Gernot Wagner is the head of the team, fast, convincing, with good solutions even in difficult situations.’

Key clients

Adler Group S.A. (vormals ADO Properties S.A.)

Corestate Capital Holding S. A.

Deutsche Bank AG

Drägerwerk AG & Co. KGaA

Goldman Sachs

Jefferies

UBS

Work highlights

  • Comprehensive advice to Adler Group (formerly ADO Properties) on various transactions; including the takeover of Adler Real Estate Aktiengesellschaft, Consus Real Estate AG and WESTGRUND Aktiengesellschaft as well as a €450m capital increase with subscription rights and a €400m corporate bond.
  • Advising consortium banks led by Berenberg and Jefferies on the IPO of Friedrich Vorwerk Group SE, a subsidiary of MBB SE, with a total volume of €414 million.
  • Advising Deutsche Bank AG in connection with the IPO of Lakestar Spac I SE. Lakestar is the first SPAC with a focus on technology companies in Europe.

Ashurst LLP

With the arrival of Stephan Hennrich from Hengeler Mueller in May 2020, Ashurst LLP not only strengthened its traditional capital markets arm, but also its competencies at the interface to M&A, for which practice head Matthias von Oppen is also known. The group advises banks and issuers – especially from the e-mobility, real estate, technology and healthcare sectors – on IPOs, capital increases (especially prospectus-free capital increases with subscription rights) and secondary offerings as well as issuers on ongoing post-admission obligations, such as changes resulting from the new market abuse regulation.

Practice head(s):

Matthias von Oppen

Other key lawyers:

Gerrit Clasen; Stephan Hennrich

Testimonials

Solution-oriented, always available.’

‘Matthias von Oppen: availability, know-how, solutions.’

CMS

While also acting for banks in issuance-related matters, CMS is particularly often instructed by issuers to advise on various capital market transactions; in addition to IPOs on the German stock exchange, NASDAQ and Euronext, these include capital increases, public takeovers and stock dividends. The team is further experienced in advising on segment changes and capital markets-related compliance. The required interdisciplinary skills are reflected in the two practice heads' specialisations: Andreas Zanner is adept at capital markets, corporate and takeover law while Philipp Melzer focuses on ECM, DCM as well as structured financial products.

Practice head(s):

Andreas Zanner; Philipp Melzer

Testimonials

‘Very pragmatic and professional solution orientation; very customer oriented.’

‘Philipp Melzer has very sound capital market experience and is looking for pragmatic solutions in the interest of everyone involved.’

Gleiss Lutz

Gleiss Lutz' advice is based on a close interaction between capital market and corporate law practices, which is particularly sought after by issuers. Under the leadership of Stephan Aubel, the team advises on share-linked transactions, capital increases, share dividends and IPOs, including related M&A and restructuring issues. For share placements with US investors according to Rule 144A, the group cooperates with partner firms.

Practice head(s):

Stephan Aubel

Other key lawyers:

Hoimar von Ditfurth

Testimonials

A well-tuned machine, leaves nothing to be desired.’

Stephan Aubel: Pragmatic, doesn’t just point out problems, but finds solutions. Outstanding, fast, thinks ahead and sees the whole picture.’

Key clients

Adler Modemärkte AG

Curevac AG

LEG Immobilien AG

Maruho

MPC Capital AG

Northern Data AG

Robus und Whitebox

Schaltbau Holding AG

SLM Solutions Group AG

Vesync Co., Ltd.

Work highlights

  • Advising Schaltbau Holding AG on the conclusion of a pre-placement agreement as well as a subscription offer of a mandatory convertible bond with a conditional capital increase with a volume of €60m.
  • Advising SLM Solutions Group AG on the issue of the second of up to three tranches of convertible bonds, including the holding of a creditors’ meeting based on a financing agreement with the largest shareholder Elliott with a total volume of more than €60m.
  • Advising Northern Data AG on the takeover of a data center complex in Sweden from Canadian Hydro66 Group by way of a capital increase against contribution in kind and cash payment as well as on a cash capital increase with exclusion of subscription rights with a volume of around €52.5m resolved by the Management Board and Supervisory Board of the company.

Noerr

Noerr‘s capital markets focus differs according to the location of its teams: the Frankfurt office advises issuers, investors and issuing banks on classic capital market transactions, such as IPOs and capital increases, as well as related DCM and corporate issues, while the Munich team focuses on assisting companies with ongoing stock corporation and capital market law issues, such as post-admission obligations and general meetings, as well as with corporate-related matters such as public takeovers and restructuring. The Hamburg practice, alongside general corporate issues and public takeovers, recently increasingly focused on stock issues. At the beginning of 2022, Julian Schulze De La Cruz took over the practice's co-lead from Gerald Reger and now heads the team together with Holger Alfes; all three are well-versed in capital markets as well as in corporate and M&A matters.

Practice head(s):

Holger Alfes; Gerald Reger

Testimonials

‘Hands-on, very practical. A real added value!’

‘Laurenz Wieneke: A “safe bank” for all issues relating to capital market issues and corporate law for listed companies.’

Key clients

ODDO BHF

Hauck & Aufhäuser

Quirin Privatbank

Deutsche Finanzagentur

Deutsche Industrie REIT-AG

Deutsche Konsum REIT-AG

DFV Deutsche Familienversicherung

fashionette

Gateway Real Estate

Compleo Charging Solutions

Befesa

Westwing

HelloFresh

Hertha BSC

The Social Chain AG

CECONOMY

Windeln.de SE

COMMERZBANK

Work highlights

  • Advising consortium banks COMMERZBANK and ODDO BHF on the IPO of Compleo Charging Solutions AG on the regulated market (Prime Standard) of the Frankfurt Stock Exchange.
  • Advising CECONOMY AG on the agreement with Convergenta Invest GmbH on the reorganization of a shareholder structure at Media-Saturn-Holding GmbH, including a non-cash capital increase worth around €525m and the issue of convertible bonds worth around €151m.
  • General advice to the Federal Republic of Germany Finanzagentur GmbH on the creation of model documentation for the recapitalization of companies from the Economic Stabilization Fund.

Norton Rose Fulbright

Norton Rose Fulbright acts on both the bank and issuer side and, in addition to classic capital market law advice related to (planned) IPOs and capital increases, the group is also well versed at the interface to stock corporation law and public M&A. This thematic overlap also mirrors the expertise of practice head Frank Regelin , who advises companies, corporate bodies and shareholders on ongoing stock corporation and securities law matters. For US-related capital market transactions, the team cooperates with colleagues in London.

Practice head(s):

Frank Regelin

Other key lawyers:

Benedikt Gillessen

Testimonials

Very well established and integrated practice. Outstanding longstandinig experience in ECM. Very diligent. Good academic background to work through problems cleanly if necessary. Very rare combination of large law firm and in-house banking experience in a team.’

Benedikt Gillessen: Great accessibility; very good experience, has already seen and done everything, “all-terrain” – finds good solutions even when things get difficult.’

Know-how, wealth of experience, solution-oriented, friendly.’

Key clients

ADLER Real Estate AG

Citigroup Global Markets Limited

Joh. Berenberg, Gossler &Co.KG

Jefferies GmbH

Jefferies International Limited

Commerzbank Aktiengesellschaft

Van Lanshot Kempen Wealth Management N.V.

Société Générale

QUIRIN Privatbank AG

Work highlights

  • Advice to ADLER Real Estate AG in connection with the exchange offer/reverse takeover by ADO Properties SA to ADLER shareholders.
  • Advising a consortium of banks led by Citigroup Global Markets Limited on the planned IPO and listing of Domicil Real Estate AG on the Frankfurt Stock Exchange (Prime Standard).
  • Advising a banking consortium consisting of Citigroup Global Markets Limited, Jefferies GmbH/Jefferies International Limited and Commerzbank Aktiengesellschaft on the IPO of Brockhaus Capital Management AG.

Heuking Kühn Lüer Wojtek

Heuking Kühn Lüer Wojtek mainly advises medium-sized companies on various capital market transactions – including some cash and non-cash capital increases – as well as corporate-related matters such as public takeovers; this interdisciplinary focus also reflects practice head Mirko Sickinger‘s expertise.

Practice head(s):

Mirko Sickinger

Other key lawyers:

Thorsten Kuthe

Testimonials

‘The law firm advises us on all questions relating to our stock exchange listing, including, and specifically, capital measures and the prospectus. The Heuking team that looks after us is very fast, always available (even on weekends) and always competent. Another positive aspect was how quickly the team familiarizes itself with the facts, which is not always easy with a prospectus. But the comprehension of the colleagues working there is unbelievably quick. We are looked after all round and feel that we are in very good hands with Heuking. Recommendations for external experts (assessment of contributions in kind) were also excellent and in good cooperation with Heuking.’

‘We mainly work with Dr. Thorsten Kuthe. His expertise is very detailed and he has a lot of experience, which is very helpful. Our board cares a lot about Dr. Kuthe, because he manages to explain the most complex issues in a simple way and he approaches all topics in a solution-oriented manner. He never cites a problem, but the facts and the solution to it, which makes working together very pleasant.’

‘What we immediately noticed about Heuking – Mr. Kuthe and his team – compared to the previous consultants is the way his team approaches things. It’s more efficient and solution-oriented than we’ve been used to. This is actually reflected in monetary terms, the bottom line is that the costs with Heuking are lower than they were with the other consultants before. In particular, we at Heuking see that not too many people within the law firm are consulted on issues. This means that invoices are not overcrowded with associates or people who have been brought in as part of a “working group”.’

Taylor Wessing

Taylor Wessing's capital markets practice is an integral part of its corporate team, resulting in special interdisciplinary competencies, which were further strengthened by the arrival of Nikolaus Plagemann (previously at Ceconomy) as salary partner in January 2022. Lars-Gerrit Lüßmann further advises on public takeovers and M&A transactions in addition to traditional capital and stock corporation law issues. The team predominantly assists companies, mostly in the context of (reverse) IPOs, legal form changes, stock dividends and stock buyback programs. For US stock exchange listings, the practice cooperates with US firms. Due to its close cooperation with the supervisory and IT teams, the group is also experienced in the issuance of token-based securities.

Practice head(s):

Lars-Gerrit Lüßmann

Key clients

Aroundtown S.A.

Brockhaus Capital Management AG

Bundesrepublik Deutschland

C. Bechstein Pianoforte AG

Centogene N.V.

Grand City Properties S.A.

Giesecke+Devrient GmbH

Hauck & Aufhäuser; mBank S.A.

Huber Automotive AG

tmc Content Group AG

Vivion Investments S.à r.l

Vivoryon Therapeutics N.V.

123fahrschule SE

Work highlights

  • Advising the Federal Republic of Germany on the exercise of an acquisition right with regard to up to 25.1% of the shares in listed Hensoldt AG.
  • Advising Brockhaus Capital Management AG (BCM) on its IPO, including a Rule 144A private placement to qualified US institutional buyers.
  • Advising Vivoryon Therapeutics AG on all corporate and capital market law issues and on the change of legal form to a public limited company under Dutch law (NV) by relocating the company’s registered office to Amsterdam.