Best Equity Capital Markets Lawyers in Lisbon

About Equity Capital Markets Law in Lisbon, Portugal

Equity Capital Markets (ECM) law in Lisbon refers to the rules and legal framework governing the issuance, buying, and selling of equity securities such as shares in listed companies. Lisbon is the financial center of Portugal and houses Euronext Lisbon, the main stock exchange in the country. ECM law encompasses public offerings, private placements, rights issues, and regulatory compliance for publicly traded companies. Legal advisors in this field help companies, investors, and financial institutions navigate complex capital-raising transactions, ensure compliance with Portuguese securities regulation, and interface with regulatory authorities such as the Portuguese Securities Market Commission (CMVM).

Why You May Need a Lawyer

Legal advice in Equity Capital Markets is essential due to the often complex nature of securities regulations and the high stakes involved in raising capital. Common situations where you may need an ECM lawyer include:

• Planning an initial public offering (IPO) or follow-on offering of shares
• Complying with regulatory requirements for a listed company
• Structuring private placements or rights issues
• Advising on takeovers, mergers, or acquisitions involving listed companies
• Drafting and reviewing prospectuses and disclosure materials
• Responding to investigations or queries from the CMVM
• Ensuring ongoing compliance with market abuse and insider trading laws
• Representing shareholders or investors in disputes arising from equity dealings

Given the regulatory complexities and potential liabilities, having a local legal expert ensures your activities are legally sound and aligned with market best practices.

Local Laws Overview

In Lisbon, the legal framework for Equity Capital Markets is primarily based on:

• The Portuguese Securities Code (Código dos Valores Mobiliários), which sets forth the rules for offerings, trading, and ongoing obligations of listed companies
• Regulations and guidelines from the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários - CMVM)
• Applicable EU regulations, such as the Prospectus Regulation, Market Abuse Regulation, and MiFID II

Key legal aspects relevant to ECM include:

• Disclosure obligations for public offerings and periodic reporting
• Insider dealing and market abuse prevention
• Rules for mandatory tender offers and substantial shareholding disclosures
• Procedures and approvals for public company listings and delistings
• Shareholder rights and corporate governance requirements

Although local practice aligns with EU norms, there are Portugal-specific requirements and application processes that an ECM lawyer in Lisbon understands in detail.

Frequently Asked Questions

What is the role of the CMVM in Equity Capital Markets in Lisbon?

The CMVM regulates, supervises, and enforces securities laws in Portugal. It reviews prospectuses, monitors market activity, and ensures companies and intermediaries comply with all relevant regulations.

Do I need to prepare a prospectus to issue shares in Portugal?

Generally, companies must prepare and publish a prospectus for a public offering of shares, unless an exemption applies. The prospectus must be approved by the CMVM before publication.

Are foreign companies allowed to list shares on Euronext Lisbon?

Yes, foreign companies can list their shares on Euronext Lisbon, subject to meeting the listing criteria and regulatory requirements, which often include providing translations and complying with Portuguese law.

What are the key ongoing obligations for listed companies?

Listed companies must regularly disclose financial information, provide timely updates on material events, maintain high standards of corporate governance, and ensure equal treatment of shareholders.

How are insider trading and market abuse regulated?

Insider trading and market abuse are strictly prohibited under the Portuguese Securities Code and the EU Market Abuse Regulation. Breaches are subject to severe penalties, including fines and criminal sanctions.

What is a mandatory tender offer?

When a shareholder acquires a controlling stake in a listed company, they may be legally required to make a public takeover bid, offering to buy the shares of all remaining shareholders at a fair price.

How long does it take to complete an IPO in Lisbon?

The timeline varies but typically ranges from several months to a year. It involves preparation of the prospectus, due diligence, regulatory review, and investor roadshows.

Do shareholders have pre-emptive rights in share offerings?

Portuguese law provides pre-emptive rights to existing shareholders for new share issuances, unless those rights are excluded or limited under certain conditions specified in the company’s bylaws.

Is legal assistance mandatory for ECM transactions?

While not always legally required, legal assistance is strongly advised due to the complexity of regulations, the need for precise documentation, and potential regulatory scrutiny.

Can disputes arising from ECM activities be resolved through Portuguese courts?

Yes, disputes may be brought before the Portuguese courts or, if agreed by the parties, resolved through arbitration. Lisbon hosts specialized commercial courts that handle securities-related disputes efficiently.

Additional Resources

If you need more information or assistance, the following resources can be helpful:

• Comissão do Mercado de Valores Mobiliários (CMVM): Oversees financial markets and publishes regular guidance on ECM matters
• Euronext Lisbon: Provides practical information for companies seeking to go public or be listed in Portugal
• Portuguese Bar Association (Ordem dos Advogados): Offers directories of qualified lawyers with ECM experience
• Portuguese Ministry of Justice: Publishes the Portuguese Securities Code and related statutes

Next Steps

If you believe you need legal assistance related to Equity Capital Markets in Lisbon, consider the following steps:

• Assess your needs - identify the exact nature of your ECM project or issue
• Research and contact Lisbon-based lawyers or law firms with proven ECM expertise
• Prepare relevant documents and information, including corporate records, shareholders’ structure, and proposed transaction details
• Schedule an initial consultation to discuss your case and understand the legal services on offer
• Follow your lawyer’s advice on regulatory filings, documentation, and compliance measures

Engaging a qualified ECM lawyer early will help anticipate challenges, reduce risks, and ensure a smoother process for your capital markets activities in Lisbon, Portugal.