Beste Eigenkapitalmärkte Anwälte in Berlin

1. About Eigenkapitalmärkte Law in Berlin, Deutschland

Eigenkapitalmärkte, or equity capital markets, regulate the trading and issuance of shares and other equity instruments in Germany. In Berlin, as in the rest of Germany, the framework is primarily national law aligned with European Union directives and regulations. The regulatory backbone includes rules on prospectuses, trading transparency, market abuse, and issuer disclosure. Investing and raising capital for Berlin-based startups and companies must navigate these requirements to protect investors and ensure market integrity.

Key actors in Berlin include issuers, investors, brokers, banks, stock exchanges, and supervisory authorities such as BaFin. While Berlin hosts corporate activity and startup funding, most capital markets regulation is federal. Local counsel helps interpret federal rules in a Berlin context, coordinate with regulators, and manage cross-border investments. Recent trends emphasize enhanced disclosure and investor protection in the EU framework that Berlin-based market participants must follow.

MiFID II and MiFIR aim to increase transparency and investor protection across EU capital markets. Source: ESMA

The EU Prospectus Regulation standardizes the content and format of prospectuses for securities offerings to the public, with national implementations in Member States. Source: EUR-Lex

SFDR imposes sustainability-related disclosure obligations on asset managers and funds, affecting how products are marketed and reported in the EU. Source: ESMA

2. Why You May Need a Lawyer

Engaging a lawyer with capital markets expertise is often essential in Berlin for complex transactions and regulatory compliance. Below are concrete scenarios seen in Berlin where legal counsel adds value.

• Capital raising and equity issuance - A Berlin startup seeks a capital increase and must draft a compliant prospectus or rely on exemptions under the WpPG and WpHG. An attorney coordinates issuer disclosures, shareholder resolutions, and pricing mechanics while ensuring regulatory approval timelines are met.
• IPO planning or listing on a German exchange - A Berlin-based company plans an IPO and needs diligence, corporate governance alignment, and exchange rules compliance for the listing process and ongoing reporting obligations.
• Structured products or convertible instruments - A Berlin issuer or investor structures convertible bonds or equity-linked notes, requiring compliance with MiFID II, prospectus obligations, and investor disclosures to avoid regulatory risk.
• Market conduct issues or suspected market abuse - If you suspect insider dealing, price manipulation, or improper market behavior in a Berlin market, you may need counsel to file complaints and coordinate with BaFin and the exchange authorities.
• Due diligence for acquisitions or investments - Acquiring a Berlin-based company or funding round involves extensive securities due diligence, disclosure schedules, and contract negotiations compliant with AktG, WpHG, and related rules.
• Fund formation or investment in funds (KAGB) - If you are forming or investing in a regulated fund in or with Berlin entities, you will need guidance on the KAGB framework and the applicable EU directives.

3. Local Laws Overview

Germany applies a unified federal regime for capital markets, with key statutes and regulations that Berlin residents and companies must follow. Below are 2-3 central laws, with notes on dates and recent changes that impact Berlin market participants.

Wertpapierhandelsgesetz (WpHG) - Securities Trading Act

The WpHG regulates trading conduct, market transparency, and issuer obligations in Germany. Since MiFID II, it has been amended to align with EU market-wide rules on best execution, pre-trade and post-trade transparency, and investor protection. The EU-wide MiFID II/MiFIR regime took effect in 2018, influencing how Berlin-based brokers operate and how issuers interact with investors.

Recent developments emphasize enhanced surveillance against market abuse and strengthened supervisory cooperation. Berlin-based exchange participants must maintain appropriate systems for order execution and post-trade reporting. For compliance, consult counsel with experience in Berlin-based trading desks and issuers.

MiFID II and MiFIR introduce new levels of transparency and investor protection in EU capital markets. Source: ESMA

Wertpapierprospektgesetz (WpPG) - Securities Prospectus Act

The WpPG governs the creation and distribution of prospectuses for securities offerings in Germany. It implements the EU Prospectus Regulation and sets thresholds for when a formal prospectus is required. In Berlin, issuers planning public offerings or admissions need to ensure their prospectus content and format meet these standards.

Updates align with the EU-wide Prospectus Regulation, affecting timing, exemptions, and the availability of exemptions for smaller offerings. Berlin-based issuers should engage counsel early to determine whether a prospectus is required and which exemptions apply.

Under the Prospectus Regulation, issuers must publish a standardized prospectus for offerings to the public. Source: EUR-Lex

Kapitalanlagegesetzbuch (KAGB) - Capital Investment Act

The KAGB governs investment funds, including restrictions on marketing, risk management, and supervision of funds with German and EU alignment. It implements the EU Alternative Investment Fund Managers Directive (AIFMD) for non-traditional funds and applies to Berlin-based fund structures. Berlin market participants should ensure fund vehicles, investment strategies, and disclosures comply with KAGB requirements.

Germany implemented these EU directives in a manner that affects both fund managers and investors in Berlin, with ongoing updates to align with EU supervisory expectations. Counsel can assist with licensing, marketing, and ongoing compliance obligations for funds operating in Berlin.

SFDR imposes sustainability-related disclosure obligations on asset managers and funds, affecting how products are marketed and reported in the EU. Source: ESMA

4. Frequently Asked Questions

What is MiFID II and why does it matter in Berlin?

MiFID II broadens transparency, investor protection, and market integrity across EU capitals, including Berlin. It affects trading venues, brokers, and asset managers operating here. Understanding its scope helps you assess disclosures and best execution obligations.

How do I file a complaint about market abuse with BaFin if I am in Berlin?

Submit a market abuse complaint to BaFin via their online portal or contact BaFin directly. Provide concrete evidence, time stamps, and affected instruments. An attorney can help assemble evidence and communicate with regulators.

What is the difference between an IPO and a secondary offering in Germany?

An IPO is a first public offering of a company’s shares. A secondary offering sells additional shares by existing stakeholders or the company after an IPO. Both require compliance with WpHG and prospectus rules where applicable.

How much does a securities prospectus cost to prepare in Berlin?

Costs depend on the complexity and whether a prospectus is required for a specific offering. Typical legal fees for drafting a prospectus and coordinating approvals can vary widely; a pre-engagement estimate is essential.

Do I need a lawyer for a capital increase under AktG in Berlin?

Yes, a lawyer helps prepare shareholder resolutions, ensure compliance with capital measures, and manage Bezugsrechte and regulatory notifications. This reduces the risk of later disputes or invalid resolutions.

When does MiFID II apply to a Berlin-based investor?

MiFID II applies to professional and retail investors trading in EU markets, including Berlin. The framework governs licensing, best execution, and disclosure obligations applicable to your transactions.

Where can I verify a broker's license in Berlin or Germany?

Broker licensing information is maintained by BaFin and the relevant stock exchange. A lawyer can help verify the broker’s authorizations and ensure compliance with reporting requirements.

Why should I conduct due diligence before investing in a Berlin-based startup?

Due diligence helps uncover securities risk, ownership structures, and potential regulatory issues. Berlin startups often involve complex cap tables and investor rights that require careful review.

Can I sue for mis-selling of financial products in Berlin?

Yes, you can pursue claims for mis-selling or inappropriate advice. A lawyer can assess consumer protection laws, contract terms, and regulatory remedies, including potential BaFin complaints and civil actions.

Should I consider SFDR disclosures when investing in Berlin funds?

Yes. SFDR requires disclosures on sustainability risks and product alignment. Investors should review fund disclosures to understand potential environmental, social, and governance implications.

How long does a typical IPO process take in Germany?

From initial planning to trading start, a Berlin-based IPO typically takes 4-9 months depending on complexity and regulatory clarity. Adequate due diligence and prospectus preparation influence the timeline.

Do I need to register a fund under KAGB if I am based in Berlin?

Not every fund requires KAGB registration, but many do, especially if marketing to professional investors in Germany. A lawyer can determine the appropriate regime and handle the licensing process.

5. Additional Resources

These organizations provide official or highly reputable guidance on capital markets, regulation, and investor protection relevant to Berlin and Germany.

• European Securities and Markets Authority (ESMA) - https://www.esma.europa.eu/ - EU regulator for securities, markets, and investor protection; provides guidance on MiFID II, SFDR, and market abuse rules.
• International Organization of Securities Commissions (IOSCO) - https://www.iosco.org/ - Global standards-setter for securities regulation and market integrity; disseminates best practices for capital markets supervision.
• Organisation for Economic Co-operation and Development (OECD) - https://www.oecd.org/finance/ - Produces international benchmarks and policy guidance on finance, markets, and investment frameworks.

6. Next Steps

1. Define your specific capital markets objective in Berlin (eg, capital raise, IPO, fund formation, or dispute resolution). Clarify whether equity, convertible instruments, or funds are involved. Set a target timeline.
2. Collect and organize relevant documents (corporate records, cap table, previous rounds, draft agreements, and regulatory correspondence). Prepare a concise brief for a Berlin-capital markets attorney.
3. Identify Berlin-based lawyers or law firms with explicit capital markets experience in WpHG, WpPG, and KAGB. Request client references and engagement models (hourly vs fixed fee).
4. Schedule initial consultations to compare approach, fee structures, and expected timelines. Ask for a preliminary compliance assessment and a rough cost estimate.
5. Engage a lawyer with a signed scope of work and a clear fee arrangement. Ensure the engagement letter defines deliverables, milestones, and regulatory deadlines.
6. Activate the project with a phased plan (due diligence, drafting, regulatory submissions, and post-offer or post-deal compliance). Establish regular check-ins and status reports.
7. Monitor ongoing regulatory developments in Berlin and EU capital markets (MiFID II, SFDR, Prospectus Regulation) and adjust strategies as needed with your attorney.