Firms To Watch: Equity capital markets

With the arrival of Ulrich Reers and Lars-Gerrit Lüßmann from Taylor Wessing in March 2023, Gowling WLG managed its German market entry also in the ECM arena. Advice spans ECM transactions as well as relevant corporate and finance-related matters.

Equity capital markets in Germany

Hengeler Mueller

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.

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


Weitere Kernanwälte:

Alexander Schlee


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


Weitere Kernanwälte:

Axel Wittmann


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.


PORR AG


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


TUI


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.

Praxisleiter:

Stephan Aubel


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.

‘Stefan Aubel: Great relationship management, very good legal and transactional advice. Would recommend him at any time.’

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.

Weitere Kernanwälte:

Rebecca Emory; Gernot Wagner; Thilo Diehl; Yannick Adler


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.

Praxisleiter:

Philipp Melzer


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.’

‘DLA’s lawyers in this area have superior expertise and experience, are hands-on and solution-oriented and respond quickly without losing sight of accuracy.’

‘Roland Maaß is great.’

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.’

‘Very flexible, available at short notice, needs-oriented and pragmatic advice, always focused on the company’s interests. Particularly good personal cooperation.’

‘They are extremely responsive and highly qualified in the field. The work they produce is always highly professional, but also understandable and implementable.’

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.