Best Equity Capital Markets Lawyers in Bilbao

About Equity Capital Markets Law in Bilbao, Spain

Equity Capital Markets - ECM - covers the legal and regulatory framework that governs the issuance, sale and trading of company shares and related equity instruments. In Bilbao, Spain, ECM activity is governed by Spanish and European law and supervised by national institutions that apply across all Spanish regions, including the Basque Country. Bilbao is a commercial and industrial hub in the province of Bizkaia, and Basque companies seeking equity financing follow the same listing, disclosure and corporate-governance rules as firms elsewhere in Spain. Local practitioners combine knowledge of Spanish and EU capital-markets law with an understanding of regional administration, the Mercantile Registry of Bizkaia and local investor networks.

Why You May Need a Lawyer

Equity capital transactions are complex, highly regulated and expose issuers, managers and investors to legal, regulatory and financial risk. You may need a lawyer in situations such as:

- Planning an initial public offering - IPO - or admission to a secondary market such as BME Growth for small and medium-sized enterprises.

- Preparing or reviewing a prospectus, offering documents, subscription agreements, underwriting agreements or placement memoranda.

- Conducting legal due diligence and preparing disclosure schedules and corporate records for investors.

- Structuring private placements, rights issues, share capital increases or share buybacks.

- Complying with continuous disclosure, periodic reporting and insider-trading rules under CNMV supervision.

- Advising on corporate governance, shareholder agreements and minority shareholder protections.

- Handling cross-border equity offers, dual listings or regulatory coordination with EU rules.

- Responding to CNMV queries, investigations, sanctions or takeover offers and mandatory bid procedures.

- Negotiating investor terms, preferred shares, conversion rights and anti-dilution protections.

Local Laws Overview

This overview highlights the main legal instruments and local institutions relevant to ECM in Bilbao - it is a summary, not a substitute for specialist advice.

- Spanish Companies Act (Ley de Sociedades de Capital) - governs corporate forms, share capital, shareholder rights, meetings, corporate actions and disclosures relevant to capital increases and share issuances.

- Securities Market Law and CNMV rules - the Spanish Securities Market Act and implementing CNMV regulations regulate public offers, market transparency, market abuse and takeover-related obligations. The CNMV - Comision Nacional del Mercado de Valores - supervises market conduct and prospectus approval.

- EU Prospectus Regulation - establishes when a prospectus is required for public offers or admissions to trading across the EU and sets content, approval and publication rules.

- Market Abuse Regulation and Market Abuse Directive - EU rules governing insider trading, unlawful disclosure and market manipulation, enforced in Spain by the CNMV with criminal and administrative sanctions.

- MiFID II and investor protection rules - affect intermediaries, placement agents and investment banks participating in equity offerings.

- Listing venues and structure - Spanish exchanges are operated by Bolsas y Mercados Espanoles - BME - and include markets for large-cap listings and specialised segments such as BME Growth for SMEs. Bilbao-based companies list via the Spanish exchange system and must meet specific admission and ongoing requirements.

- Central securities depository - Iberclear handles settlement, registration and clearing of securities in Spain; share transfer formalities and book-entry rules are governed accordingly.

- Mercantile Registry and local formalities - the Registro Mercantil de Bizkaia records company incorporations, capital changes and corporate filings required for share issues and capital increases.

- Tax and corporate finance rules - Spanish corporate tax, withholding tax, stamp duties and other fiscal rules affect equity transactions and investor returns; tax planning and withholding compliance are essential.

- Takeover and mandatory bid rules - Spanish rules set thresholds and procedural requirements for public takeover bids; historically a common threshold for mandatory bids has been 30 percent of voting rights, subject to exemptions and specific circumstances.

- Corporate governance codes - CNMV guidance and codes of good governance set best practices for boards, committees and shareholder relations, often relevant to public companies and investors.

Frequently Asked Questions

What steps are involved in taking a company public in Spain from Bilbao?

Typical steps include corporate structuring and internal approvals, appointing advisers - legal counsel, auditors, lead managers and registrars - preparing legal due diligence and financial statements, drafting the prospectus and other offering documents, submitting the prospectus to the CNMV for approval, marketing the offer to investors - roadshow - pricing the offering, completing subscription and settlement through Iberclear, and complying with post-listing disclosure and governance requirements. Timelines and sequencing vary based on company complexity and market conditions.

Do I always need a prospectus for an equity offering?

The EU Prospectus Regulation sets out when a prospectus is required. Public offers or admissions to trading across EU regulated markets generally require a prospectus unless an exemption applies - for example small offers below a de minimis threshold or offers restricted to qualified investors. Determining whether an exemption applies requires careful legal analysis.

Who regulates equity markets in Spain and who approves prospectuses?

The Comisión Nacional del Mercado de Valores - CNMV - is the national regulator for securities markets. The CNMV reviews and approves prospectuses for public offers and admissions to trading in Spain, supervises market conduct and enforces market abuse and disclosure rules.

What is BME Growth and is it suitable for Bilbao-based SMEs?

BME Growth is a market segment designed for small and medium-sized enterprises seeking access to equity finance with lighter admission requirements than the main market. Bilbao-based SMEs can consider BME Growth if they meet the eligibility criteria and wish to access a market tailored to growth companies. Legal counsel can help assess fit, prepare documentation and advise on corporate governance and investor relations.

What are the main disclosure obligations for a listed company?

Listed companies must publish periodic financial reports - annual and half-yearly - and immediate disclosure of inside information that may affect share price, significant shareholdings notifications, related-party transactions and other material events. Corporate governance reporting and general shareholder meeting notices are also required. Failure to comply can result in sanctions from the CNMV.

How are shareholder rights protected under Spanish law?

Spanish companies must respect statutory shareholder rights - voting, dividends, access to certain company information and remedies against unlawful acts. Minority shareholders have protections including actions for nullity or annulment of resolutions, derivative claims in some cases and disclosure rights during capital operations. Shareholder agreements can further specify rights, but they must comply with mandatory law.

What are the typical legal costs and timeline for an IPO or secondary offering?

Costs vary widely depending on deal size, complexity and market conditions. Typical cost items include legal fees, auditor fees, investment banking fees, CNMV filing costs, listing fees and printing or publication costs. Timelines commonly range from several months for a straightforward secondary offering to many months for a full IPO process, depending on preparation, due diligence and regulator review.

How should cross-border offers be handled?

Cross-border offers involve EU rules such as the Prospectus Regulation passporting process, coordination with other national regulators if non-EU jurisdictions are involved and careful tax, securities law and corporate law analysis. Advisers coordinate disclosure, filings and translation requirements and ensure compliance with investor protection rules in each relevant jurisdiction.

What happens if there is an allegation of insider trading or market manipulation?

The CNMV investigates allegations of market abuse and can impose administrative sanctions and refer matters to criminal authorities where appropriate. Affected parties should secure experienced legal representation quickly to handle investigations, provide responses to the CNMV, preserve legal privilege where applicable and prepare a defence or remediation plan.

How do I choose the right lawyer or firm for ECM matters in Bilbao?

Look for lawyers with specific ECM experience - IPOs, ECM transactions, regulatory compliance and CNMV practice - and a track record of advising issuers or underwriters. Consider local knowledge - familiarity with the Registro Mercantil de Bizkaia and Basque business networks - as well as the firm’s ability to coordinate tax, accounting and investment-banking advisers. Ask for client references, representative transaction experience and a clear fee structure.

Additional Resources

Recommended bodies and resources to consult when seeking legal advice or further information:

- Comision Nacional del Mercado de Valores - CNMV - national securities regulator and prospectus reviewer.

- Bolsas y Mercados Espanoles - BME - operator of Spanish stock markets and market segments including BME Growth.

- Iberclear - Spain's central securities depository for settlement and book-entry matters.

- Registro Mercantil de Bizkaia - Mercantile Registry in Bilbao - for filings, company records and registration of capital changes.

- Bizkaia Chamber of Commerce - Cámara de Comercio de Bilbao - local business support, advice and commercial services.

- Basque Government economic development agencies - such as SPRI - for regional support to businesses and internationalisation.

- Tax authorities and professional advisors - for corporate tax, withholding and cross-border tax planning relevant to equity transactions.

- Industry guides and CNMV circulars - for practical guidance on disclosure, corporate governance and market conduct.

Next Steps

If you are considering an equity transaction or need legal assistance in ECM matters in Bilbao, follow these practical steps:

- Gather basic corporate documentation - articles of association, shareholder register, recent financial statements and board minutes.

- Arrange an initial consultation with a specialist ECM lawyer to assess objectives, regulatory requirements and a high-level timeline.

- Agree on a scope of work and budget - include due diligence, prospectus drafting, regulatory filings and any coordination with auditors and investment banks.

- Begin preliminary due diligence and remedial action on any corporate, disclosure or governance gaps identified by advisers.

- Coordinate with financial advisers and accountants to prepare accurate financial information and forecasts needed for investor disclosure.

- Prepare for CNMV engagement - timely responses and transparent disclosure will facilitate regulator review.

- Maintain clear internal responsibilities for post-transaction compliance - ongoing reporting, insider lists and shareholder communications.

Seeking specialist legal advice early reduces legal and commercial risk and helps structure an ECM transaction that complies with Spanish and EU requirements while meeting your funding and corporate goals.