Capital Markets

Ramón y Cajal Abogados is one of the Spanish firms with the most experience in capital markets. Since the mid-1990s, we have provided legal advice to numerous financial institutions and listed companies (including several listed on the Ibex 35) in all types of equity and debt transactions.

Our team of professionals has long experience, both in Spain and internationally, in all manner of transactions related to capital markets, such as: initial public offerings (IPOs), capital increases of listed companies, issuance of all manner of debt securities (plain vanilla or structured bonds, convertible bonds, high yield bonds, securitisation bonds and promissory notes), trading of listed securities (takeover bids, asset-backed obligations and others), securities repurchase and exchange offers, mortgage and asset-backed securitisations and admission to trading in the Spanish Alternative Securities Market (MAB) or in the Spanish Alternative Fixed Income Market (MARF), among others.

Our lawyers have participated in several of the largest, most complex and most novel transactions in Spain in recent years. 

At Ramón y Cajal Abogados, we have extensive experience in both capital market transactions registered in the Spanish Securities Market Regulator (CNMV) and in multi-jurisdiction transactions not registered in the US (144A and Sec. Reg.) and Europe. Our advice in securities markets and for listed companies includes:

Capital (equity) and/or corporate debt transactions

  • Flotations: IPOs, public offers for subscription, listings and privatisations (144A and Sec. Reg.).
  • Equity: capital increases, issues and admissions of shares to trading.
  • Debt issues: straight bonds, high yield bonds, junior bonds, convertible bonds, asset-backed debt, structured debt, promissory notes, including their admission to trading.
  • Admission to trading of securities in Spanish stock exchanges, in the AIAF, the MAB and in the MARF.
  • Securities repurchase and exchange agreements.
  • Purchase and sale of listed securities:  Takeover bids, accelerated book-buildings, block trades and bought deals.
  • Securitisations: mortgage- and asset-backed securities (credits, quotas, leasing), including the creation of funds and the issue of bonds.
  • Corporate governance.
  • Options plans and listed company shares.
  • Reordering of the banking sector: active participation in the reordering process for savings banks.

Regulated Entities

We have specialists on rules of conduct of supervised institutions and in matters relating to regulation on organisation and discipline and prevention of money laundering. We advise both financial institutions and investment services firms (ISFs) subject to the supervision of the CNMV on diverse subjects:

We have specialists on rules of conduct of supervised institutions and in matters relating to regulation on organisation and discipline and prevention of money laundering. We advise both financial institutions and investment services firms (ISFs) subject to the supervision of the CNMV on diverse subjects:

  • Collective Investment Schemes (CISs) the management companies thereof:
  • Standard or non-standard CISs
  • Closed CISs
  • Venture capital entities
  • Hedge funds
  • Real estate CISs
  • Securities companies and agencies.
  • Financial advisory firms.
  • Collective investment scheme management companies.
  • Authorisation and incorporation or establishment in Spain and procedures of modification or expansion of activity and delegation of functions of all types of regulated entities, such as credit institutions, investment services companies, collective investment schemes, etc.).
  • Acquisition, taking of shareholding and merger of regulated entities.
  • Restructuring, spinoff, transformation and dissolution and liquidation of regulated entities

We advise many of these entities, supervising compliance with requirements arising from laws regulating companies and finance.

We also provide advice in disciplinary proceedings to companies as well as to directors and senior executives.

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