We represent investors, issuing houses, banks and financial services providers in arbitration and court proceedings in defending and occasionally also enforcing claims for damages, for example due to allegations of breaches of disclosure and advisory obligations, prospectus errors or due to allegations of breaches of ad hoc publicity obligations.
A major focus is on advising financial services companies on all issues of banking and capital markets law (e.g. equity requirements), the conception and design of investments, on the implementation of legal, in particular regulatory requirements (compliance), the preparation of expert opinions on complex issues of banking and capital markets law as well as on loan-financed real estate transactions.
The Firm’s areas of practice therefore also include assisting with issuing projects and securing newly planned activities in the financial sector by obtaining permission or notifying such activities to the German Financial Supervisory Authority (BaFin).
Our activities include in particular:
- Legal representation of investors, banks and financial service providers in court and arbitration proceedings. In doing so, we also develop litigation avoidance strategies and defence strategies in case of proceedings pursuant to the German Capital Markets Model Case Act (KapMuG)
- We support our Clients in the preparation of client documentation. This includes a record of the conversation which reflects the content of the advisory meeting in such a way that the investor advisor or intermediary does not run the risk of being confronted with the accusation of an advisory error in the future
- We assist with the design and provide advice in the preparation of sales prospectuses and securities information sheets for debt or equity-type financial investments (mezzanine capital). Against the background of the rigid prospectus requirements of the BaFin, we regularly advise issuers of investments as to what extent they are allowed to make use of the exemptions of Section 2 (1) (3)(a) of the German Investments Act (VermAnlG) or Section 3 of the German Securities Prospectus Act (WpPG) or Article 4b of the Regulation (EU) 2017/1129 and offer private placements on the capital market without a prospectus requirement
- We support investment advisors or intermediaries in drafting their contracts in such a way that they document, without contradiction, advice that is suitable for investors and investments, and that meets the respective changing requirements of the legislator and case law with regard to risk disclosure, disclosure of commission entitlements and other conflicts of interest and pass sufficient suitability and appropriateness tests (depending on whether we are drafting an investment intermediary or investment advisor contract).We assist Clients in applying for authorisation under the German Securities Institutions Act (WplG, formerly § 32 of the German banking Act (KWG)) and for authorisation as a capital investment company (Kapitalanlagegesellschaft)
- We support banks, issuing houses and financial service providers in traditional supervisory law, in particular when it comes to taking action against a BaFin threat and/or order to reverse a decision by means of an interim injunction before the administrative court. Furthermore, we advise on capital adequacy requirements, risk management requirements (MaRisk and CRR) and accounting (according to German Commercial Code (HGB) and IFRS).
- We also support our Clients in the business relationship between credit and payment institutions and their brokers and customers using general terms and conditions.
- If insider trading and market manipulation are involved, we can provide advice
- Credit agreement law and credit protection, interest rate swaps, derivatives, etc.
- Examination of money laundering requirements and other compliance requirements in the structuring of payment transactions, payment services and credit card businesses.
- Securities trading, custody business, investment business, syndicate/underwriting business including foreign business.We have extensive expertise in the implementation of ownership control procedures (Inhaberkontrollverfahren).