Hengeler Mueller acts primarily on the corporate side, although its client portfolio also includes banking syndicates; it is routinely instructed to assist with IPOs as well as their preparation and capital increases. This is complemented by adjacent expertise in corporate law, subsequently including public takeovers in its case load, among other matters. Dirk Busch and Reinhold Ernst, for instance, cover this interface, while Alexander Rang, who is another key contact, complements this offering with skills in equity-linked instruments and bonds as well as in buyback programs. Wolfgang Groß (ECM and corporate) retired at the beginning of 2024.
Equity capital markets in Germany
Hengeler Mueller
Weitere Kernanwälte:
Dirk Busch; Reinhold Ernst; Alexander Rang; Cecilia Di Ció; Caspar Haarmann
Kernmandanten
Douglas AG
Viessmann Group GmbH & Co. KG
HENSOLDT AG
Talanx AG
CMBlu Energy
Gerresheimer AG
Deutsche Börse AG
Klöckner & Co SE
Linklaters
Despite a quiet market situation, Linklaters recently still managed to position itself as a corporate and syndicate bank advisor for larger IPOs, as demonstrated for instance by advising thyssenkrupp AG and thyssenkrupp nucera. Thanks to the firm's international network, one of the team's particular strengths lies in international transactions, particularly ECM transactions in Switzerland, Austria, the Benelux countries and Scandinavia. As co-head of the Swiss Group, practice head Marco Carbonare regularly assists with DACH-related deals. He is also part of the corporate and M&A group, which reflects the practice's close connection between corporate law and ECM. Alexander Schlee is another key contact and well versed in ECM as well as debt capital matters; most recently he advised on capital increases, mergers of SPACs with target companies as well as on hybrid securities.
Praxisleiter:
Marco Carbonare
Referenzen
‘The team is very well connected in the ecosystem, so that cooperation with bank advisors etc. is completely seamless. This is combined with very good cooperation with other specialist departments. Therefore, the firm appears very united.’
‘Alexander Schlee impressed us with his extremely intensive commitment. He also always demonstrated the necessary confidence to overcome challenges within the case. It was obvious that he puts the case and the client first.’
Highlight-Mandate
- Advising the consortium banks on the IPO and listing of RENK Group AG on the Frankfurt Stock Exchange.
- Advising thyssenkrupp AG and thyssenkrupp nucera on the IPO and listing of thyssenkrupp nucera on the Frankfurt Stock Exchange.
- Advising the underwriters Bank of America, Deutsche Bank and BNP Paribas on the IPO of Schott AG’s medical glass packaging business.
Clifford Chance
Clifford Chance's ECM team, which consists of German and US lawyers and is integrated into the firm's international capital markets practice, has recently been particularly active in assisting with IPOs in the MENA and DACH regions as well as with transactions on the European market. Its cross-border capacities are complemented by frequent cross-practice exchange, enabling the group to, alongside IPOs and capital increases, also adeptly advise on takeovers, spin-offs and delistings, as well as on DCM-related issues. Practice head George Hacket further assists with equities and bonds and is experienced in US securities law, while the importance of the M&A interface was underlined with Axel Wittmann's promotion to the partnership in May 2024; he also advises on restructurings and high-yield bonds. The practice counts both banks and corporates among its clients.
Praxisleiter:
George Hacket
Referenzen
‘Outstanding expertise and a notable track record. The collaboration is extremely trusting, reliable and to the point!’
‘Excellent practitioners with a pragmatic and business-oriented mindset. It was a pleasure working with them.’
‘George Hackett is a fantastic lawyer with immense depth and experience. This is particularly important in ensuring that demanding projects are carried out smoothly.’
Kernmandanten
SCHMID Group
Industrie de Nora S.p.A.
Hidroelectrica
Harbour Energy plc
Citigroup Global Markets Europe AG
Erste Bank
Pegasus Digital Mobility Acquisition Group Corp.
THEON International plc
Pierer Industrie AG
ADES Holding Company
MBC Group
SAL Logistics Services Co.
Highlight-Mandate
- Advising the SCHMID Group on its NASDAQ IPO with an initial market capitalisation of approximately $500 million and subsequent SEC advice.
- Advising the largest electricity company in Romania, Hidroelectrica, on its IPO with a market capitalisation of approximately €10 billion.
- Advising Harbour Energy on the acquisition of Germany’s Wintershall Dea from BASF and LetterOne via a re-IPO with a transaction value of $11.2 billion.
Skadden, Arps, Slate, Meagher & Flom LLP
Skadden, Arps, Slate, Meagher & Flom LLP's team of German and US lawyers is an experienced advisor on matters entailing a strong US component, such as US IPOs and private placements under Rule 144A, although the practice also has a geographical focus on the DACH region. Issuers and syndicate banks frequently make use of this offering; the practice recently assisted them with capital increases, takeovers and share issuances in addition to (planned) IPOs and dual listings; practice head Stephan Hutter (capital market transactions, M&A, corporate governance and compliance) predominantly leads on these matters.
Praxisleiter:
Stephan Hutter
Weitere Kernanwälte:
Lukas Greilich; Caspar Schmelzer
Kernmandanten
Commerzbank
Deutsche Bank
Fresenius
HSBC
Morgan Stanley
MorphoSys
ONWARD Medical
SIGNA Sports United
UBS
UniCredit
Highlight-Mandate
- Advising MorphoSys AG on the acquisition of Morphosys by Novartis for approximately €2.7 billion and on a cash capital increase with gross proceeds of approximately €102.7 million.
- Advising the Management Board and Supervisory Board of Fresenius on the exit from Austrian and international business activities of Vamed Group (including advice on refinancing and restructuring).
- Advising ONWARD® Medical on a €20 million cash capital increase.
A&O Shearman
With a traditional focus on advising investment banks, A&O Shearman is increasingly positioning itself as an issuer advisor, which is not least due to the ECM practice's integration into the corporate and banking and finance group. This integrative approach is also reflected in its case load, which, in addition to classic ECM issues such as stock exchange listings, private placements, capital increases and equity-linked exchangeable bonds, also includes various M&A and corporate-related matters, such as share acquisitions and restructurings, and delinquent acquisition offers. Practice head Knut Sauer is usually in charge here and supported by counsel Nadine Kämper (ECM and DCM), among others. With Marc Plepelits, head of the US corporate finance group, the team also houses a seasoned advisor on private placements in the US.
Praxisleiter:
Knut Sauer
Weitere Kernanwälte:
Marc Plepelits; Nadine Kämper
Referenzen
‘Always up to date; extremely experienced, solution-oriented; very resilient and fast, focused on the client’s needs and very economically minded.’
‘Nadine Kämper: Excellent expertise, very experienced, hardworking, client-oriented and ambitious.’
Kernmandanten
Berenberg Bank
Commerzbank
CORESTATE Capital Holdings AG
Deutsche Beteiligungs AG
Hello Fresh SE
IHO Verwaltung
MAX Automation
ODDO BHF
ProSiebenSat.1 Media SE
RAG-Stiftung
Roland Berger
SGL Carbon
Highlight-Mandate
- Advising Sartorius Group on the capital increase and placement of own shares with a total volume of €1.4 billion.
- Advising TUI AG on the termination of the listing on the London Stock Exchange (delisting) that has existed since 2014 and the listing in the Prime Standard segment of the Frankfurt Stock Exchange as well as an MDAX inclusion.
- Advising a sovereign wealth fund as cornerstone investor on the IPO of thyssenkrupp nucera.
Gleiss Lutz
Gleiss Lutz' combined corporate and capital market advice under the leadership of Stephan Aubel, who has the same focus, is particularly geared towards the needs of companies; the practice recently assisted with merger-related squeeze-outs and associated delistings, NASDAQ listings, capital increases and share issues, among other matters. This is complemented by expertise in various hybrid instruments such as mandatory convertible bonds and advice on capital market reporting obligations and stock dividends.
Weitere Kernanwälte:
Alexander Gebhardt
Referenzen
‘Gleiss Lutz combines the highest level of professional competence, client focus and deep expertise across all DCM matters to provide first-class legal solutions.’
‘We have been working reliably and excellently with Stephan Aubel for years. Stephan Aubel is always available, responds quickly and provides practical and excellent advice. He is also an expert in more complex corporate issues. Top!’
‘Very high level of personal commitment and responsibility of the client/project partner. Very high level of reliability of the legal advice. ‘
Kernmandanten
Nikon SLM Solutions AG
Ernst Russ AG
Gebr. Schmid GmbH (SCHMID Group)
Northern Data AG
va-Q-tec AG
Amadeus FiRe AG
Delivery Hero
Talanx
Highlight-Mandate
- Advising Northern Data AG on the conclusion of an investment agreement for the acquisition of Irish Damoon Designated Activity Company by way of a contribution in kind through the issue of new shares and a mandatory convertible bond with a volume of €400 million, the securing of a €575m credit facility and the issue of a further €53m mandatory convertible bond as well as a further cash capital increase against cash contributions.
- Advice on the listing of the SCMID Group on the NASDAQ and related transactions. In May 2023, the company entered into a business combination agreement with Pegasus Digital Mobility Acquisition Corp., a special purpose acquisition company (SPAC). The de-SPAC transaction is based on an enterprise value of the SCHMID Group of around $640 million. The stock exchange listing on the NYSE took place in the second quarter of 2024.
- Advising Ernst Russ AG on corporate and capital market issues regarding the first-time offering of a share option dividend and the conduct of its 2023 Annual General Meeting.
Hogan Lovells International LLP
Hogan Lovells International LLP deals with the whole array of equity capital market matters and also related corporate issues. This is complemented by cross-border expertise that is particularly sought after by companies. Most recently, the practice advised on private placements and stock exchange admissions, the distribution of stock dividends, delistings and capital increases. The group is also experienced in SPAC listings on the Frankfurt Stock Exchange and in managing mergers with SPAC companies. Michael Schlitt (capital markets law and corporate finance) heads the team.
Praxisleiter:
Michael Schlitt
Weitere Kernanwälte:
Susanne Ries; Mark Devlin; Sebastian Biller
Referenzen
‘I was impressed by their commercial approach.’
‘Very quick response time from the team led by Michael Schlitt and supported by Mark Devlin and Susanne Ries. Michael and his team are a great sparring partner for the full range of products including IPOs, equity-linked products, capital increases and the like.’
‘The team around Michael Schlitt is always approachable, client-oriented, helpful and has excellent and above-average technical expertise.’
Kernmandanten
ABN AMRO Bank N.V.
Commerzbank AG
DIC Asset AG
va-Q-tec AG
SHOP APOTHEKE EUROPE N.V.
Sircle Hospitality Group
Rigsave S.p.A
Highlight-Mandate
- Advising ABN AMRO Bank NV on the private placement and admission of SMG Technology Acceleration SE SPAC to the Frankfurt Stock Exchange.
- Advising va-Q-tec AG on the conclusion of a delisting agreement with Fahrenheit AcquiCo GmbH, which is controlled by EQT X Fund; advising on the public delisting offer by EQT Private Equity and the associated revocation of the admission of va-Q-tec shares to trading on the regulated market of the Frankfurt Stock Exchange as well as on the implementation of the 10% capital increase subscribed exclusively by EQT Private Equity and the conclusion of a domination and profit transfer agreement with Fahrenheit AcquiCo GmbH.
- Advising Commerzbank AG on the settlement of a stock dividend and a rights issue carried out by Vonovia SE in this context.
Noerr
Noerr positions itself in the transactional mid-cap market and advises companies and lending banks on IPOs, capital increases and delistings, as well as related restructurings and various corporate issues. This also mirrors the focus of practice heads Julian Schulze De la Cruz (DCM, ECM, M&A, corporate) and Holger Alfes (M&A, capital market and financing transactions, corporate). Enabled by cooperation with US firms, the practice also assists with US aspects of capital market transactions.
Praxisleiter:
Julian Schulze De la Cruz; Holger Alfes
Weitere Kernanwälte:
Laurenz Wieneke; Stephan Schulz; Philip Schmoll
Kernmandanten
Jumia Technologies AG
Formycon AG
Greenforce Future Food AG
Koehler Invest GmbH
Meta Wolf AG
Munich Wristbusters (MWB AG)
Mutares SE & Co. KGaA
PAION AG
The Social Chain AG
Veganz Group SE
NordLB
Highlight-Mandate
- Advising Jumia Technologies AG on a capital increase and the successful at-the-market placement of a total of 20,227,736 ADSs.
- Participation in the restructuring of Sparks Network SE and VARTA AG.
White & Case LLP
White & Case LLP's ECM practice has had a turbulent year: after Oliver Seiler, David Rath and counsel Camilla Kehler-Weiß joined from Latham & Watkins LLP in July 2024, the team rejoined its previous firm in December of the same year. Rebecca Emory and Gernot Wagner, who are experienced in advising under US law, and due to their integration into the international network, however continue to focus on cross-border matters. Supported by its cross-location cooperation, the practice regularly acts for banks and, to a lesser extent, for issuers in the context of capital increases and IPO preparations. Cross-border capacities are complemented by expertise in adjacent areas; Emory assists with DCM matters and Wagner with M&A- and restructuring-related issues.
Referenzen
‘Very broad practice with many very experienced lawyers.’
‘Thilo Diehl: Impressive quality of advice; very easy to reach and quick preparation and review of documents; worked very well with the advising bank.’
‘Gernot Wagner: Assertive and fast.’
CMS
CMS offers banks and companies a broad range of capital market advice, which not only includes classic ECM matters such as capital increases and (planned) IPOs, but also corporate and M&A-related issues. Thus, the group recently handled takeover offers and share acquisitions. Practice head Philipp Melzer has additional experience in the debt capital market arena; expertise that flows into advice on equity-linked instruments among other matters. Other recent instructions concerned compliance with capital market obligations. Former co-head Andreas Zanner left to set up his independent practice in March 2024.
Referenzen
‘Super flexible and helpful. Totally calm and pragmatic. They keep their word.’
‘Experienced mid-market ECM team with many years of experience in the ECM sector. Good value for money.’
‘Philipp Melzer: Very experienced ECM partner, technically excellent and pleasant on a personal level, always remains calm and collected even in difficult situations.’
DLA Piper
DLA Piper advises companies, including various German medium-sized companies, on planned IPOs, private placements, capital increases, share buyback programs and, most recently, increasingly on public takeovers. For international transactions with a US connection, such as SPAC projects, the group cooperates with its US colleagues in London. With practice head Roland Maaß, the practice also houses expertise in various ECM-adjacent areas, such as M&A, stock corporation law, corporate reorganisations and capital market compliance.
Praxisleiter:
Roland Maaß
Weitere Kernanwälte:
Andreas Füchsel; Kerstin Schnabel
Referenzen
‘Very competent, always solution-oriented and helpful.’
‘Absolute commitment; allows me to understand very complex legal aspects of a matter immediately; available 24/7 and always trying; good background team of legal experts also in the US and UK for various country specific questions one may have as an international company.’
‘Personal contact; 100% success rate in everything we have done together; humble and down-to-earth lawyers who have a very friendly advisory approach.’
Kernmandanten
Aonic SB
VARTA AG
exceet Group SCA
Montana Tech Components AG
Voltabox
Highlight-Mandate
- Advising gaming group Aonic on the issuance of its first secured Nordic Bonds for a total amount of €70 million.
- Advising VARTA AG on a capital increase from authorised capital with exclusion of subscription rights. The issue of 2.22 million new shares generated gross proceeds of around €51 million.
- Advising exceet on the admission of new shares to the regulated market (Prime Standard market segment) of the Frankfurt Stock Exchange. The admission was based on a securities prospectus approved by the Luxembourg financial supervisory authority Commission de Surveillance du Secteur Financier (CSSF), which was notified to BaFin due to exceet’s stock exchange listing in Germany.
Heuking
Heuking focuses its advice on medium-sized companies and their financing, including bonds, promissory notes and capital increases, as well as on segment changes, delistings, reverse IPOs, public share buyback programs and various corporate and M&A-related matters. Practice heads Mirko Sickinger (Cologne) and Anne de Boer (Stuttgart) are also dedicated to this thematic combination.
Weitere Kernanwälte:
Thorsten Kuthe; Lena Pfeufer
Norton Rose Fulbright
Under the leadership of Frank Regelin and Benedikt Gillessen, both experienced in capital market transactions as well as corporate and public M&A-related matters, Norton Rose Fulbright recently advised banks and issuers on delisting acquisition offers, capital increases, IPOs and hybrid instruments. In cooperation with the London office, the group also houses US securities law capabilities.
Praxisleiter:
Frank Regelin; Benedikt Gillessen
Referenzen
‘Comprehensive advice across various subject areas. High level of detailed knowledge and special ability to provide connected and future-oriented advice. Clear and structured approach to complex processes.’
‘Benedikt Gillessen: Precise and detailed work, high client orientation, long-term consulting approach, very good communication.’
‘We value the presence and the unique know-how with regard to medium-sized companies and medium-sized capital market transactions.’
Kernmandanten
ATHOS KG
Deutsche Euroshop AG
DZ BANK Deutsche Zentral-Genossenschaftsbank
ERWE Immobilien AG
Futurum Bank AG
Hauck Aufhäuser Lampe Privatbank AG
Jefferies
Paragon GmbH & Co. KGaA
Quirin Privatbank
Unicredit Bank AG
Highlight-Mandate
- Advising the Management Board and Supervisory Board of BAUER Aktiengesellschaft on the mandatory takeover offer and delisting offer of SD Thesaurus GmbH and the revocation of the admission of BAUER Aktiengesellschaft shares to trading on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard).
- Advising ERWE Immobilien AG on a planned rights issue capital increase of €12 million. The transaction was part of the ongoing restructuring of the company. Various major shareholders had already guaranteed the capital increase with backstop agreements. Ultimately, the transaction failed due to the general meeting’s lack of approval for a share consolidation (the share price was below €1.00), which would have been necessary for the capital measure and had also been requested by the backstop investors.
Taylor Wessing
With Marc-Oliver Kurth as head of Taylor Wessing's capital markets practice and his specialisation in advising at the DCM and corporate interface, the team focuses on assisting companies with equity transactions, IPOs and hybrid instruments. The practice also handles delistings, general meetings and stock dividends and advise on follow-up obligations under capital markets law.
Praxisleiter:
Marc-Oliver Kurth
Weitere Kernanwälte:
Oliver Rothley; Sebastian Beyer; Christian Köhler; Ralf Tietz
Referenzen
‘Very good market knowledge; good internal coordination; no loss of knowledge during handovers; fast.’
‘Oliver Rothley: Very easy to reach; resilient and “off-road”; fast and efficient; consistently high quality.’
‘Highly professional, extensive expertise, reasonable conditions.’
Kernmandanten
Aroundtown SA
Grand City Properties SA
FSA e.V.
Triathlon Holding GmbH
Allane SE
aap Implantate AG
Deutsche Konsum Reit AG
TLG Immobilien AG
WCM Grundbesitz AG
Highlight-Mandate
- Advising Aroundtown SA on the tender and exchange offer to holders of hybrid bonds accounted for as equity with the issuance of new hybrid bonds with a total volume of €1.1 billion.
- Advising aap Implantate AG on the mandatory convertible bond with subscription offer.
- Advising Triathlon Holding on the mandatory offer for Voltabox AG shares.