The professionals forming part of our securities market practice have an international outlook, combining a multidisciplinary approach with extensive expertise and in-depth knowledge of this complex area. This enables us to participate in the biggest and most complex deals in the market, assisting our clients in the execution and performance of capital market transactions involving multiple jurisdictions.
Industry directories, such as the UK’s IFLR 1000, particularly highlight the all-round strength of Garrigues’ securities market practice.
The principal services we offer our clients notably include engagements in the following areas:
We advise businesses and investment banks on issues of all kinds of securities representing corporate equity (voting or nonvoting shares, redeemable shares, shares with or without preemptive subscription rights, hybrid products such as preference shares or additional tier 1 securities) or debt (promissory notes, convertible or exchangeable debentures, bonds, mortgage covered bonds, public-sector covered bonds, structured bonds, project bonds, etc.) through public or private offerings and admission to listing on international markets and multilateral trading systems. We also participate in issues, IPOs and public offerings of all kinds of securities, securities placement, block trades or accelerated bookbuilding offers and other complex transactions.
Our international network has enabled us to successfully take part in high yield issues involving clients with subsidiaries in multiple jurisdictions, coordinating the information to be supplied to the market in each jurisdiction as well as the agreements and guarantees to be executed by each company. We take part in international transactions, advising investment banks and issuers on the fulfillment and follow-up of all formalities with the market supervisory authorities and with market regulators, preparing prospectuses or circulars and other legal documents required in IPOs, public offerings or procedures for admission to listing. Lastly, we combine our experience and international approach with broad practical local knowledge, advising medium-sized businesses on their first foray into the capital markets (as borne out by our extensive experience in issues of securities on the Spanish Alternative Fixed-Income Market).
We counsel companies looking to go public from start to finish: on the decision-making process and the wide-ranging tax and legal implications (restructuring of the group, conditioning factors deriving from shareholder agreements, family protocols, debt with credit institutions, etc.) and on the implementation of corporate governance systems at the new listed company and rules on conduct, disclosure and transparency. Working with the regulator, we have taken part in the development of corporate governance codes and regulations. We also advise the financial institutions acting as global coordinators in such processes.
Our advisory services range from preparing all the legal documentation required in such processes (prospectuses or circulars, official communications, mandate, agency, placement and underwriting agreements, disclosure restrictions etc.) to following up the formalities with the corresponding regulatory authorities, the governing companies of the markets on which admission to official listing is requested and the various clearing and settlement systems, as well as dealings with such entities and the global coordinators.
We handle any issues affecting listed companies: transparency obligations, inside information, market transactions, the adoption of corporate resolutions, shareholders’ meetings, corporate governance, codes of conduct, anti-money laundering policies, enforcement proceedings in both the administrative and judicial phases, etc. We also act as nondirector secretary for various listed companies.
We have pioneered many of the securitization transactions that have been performed in recent years, assisting with the design of the transaction structure, the set-up and registration of securitization funds of all kinds and of their managers, and the drafting and supervision of operating agreements. We also have broad expertise in multi-jurisdictional transactions (both in terms of the assets being securitized or the vehicles used) and in advising lead managers or underwriters and ratings agencies.
We have a wealth of experience relating to multilateral trading facilities (MTFs), clearing and settlement houses and their operating rules, market operators and other MiFID-related regulatory aspects.