Best Equity Capital Markets Lawyers in Maspalomas

1. About Equity Capital Markets Law in Maspalomas, Spain

Equity Capital Markets (ECM) law in Maspalomas, Spain, operates within the broader Spanish and European framework. The regulatory backbone is national, with the Comisión Nacional del Mercado de Valores (CNMV) supervising securities offerings, trading, and market participants across Spain, including the Canary Islands where Maspalomas is located. Public offerings and admissions to trading require documented disclosures through a prospectus and CNMV authorization. In practice, issuers in Maspalomas coordinate closely with an ECM lawyer to ensure compliance with both Spanish laws and EU rules.

The legal landscape includes both disclosure requirements and investor protections aimed at preventing misrepresentation and insider trading. Firms in Maspalomas contemplating fundraising must plan for thorough financial reporting, risk disclosure, and clear communications with potential investors. The process often involves underwriting banks, corporate lawyers, and regulatory consultants working together to meet timing and regulatory milestones. ECM activity in the Canary Islands is generally aligned with the rest of Spain, with cross-border considerations when listings target broader EU markets.

CNMV supervises and inspects the Spanish securities markets and participants to ensure investor protection and market integrity.

For official legal texts and updates, consult the Spanish official publication and EU sources. The main Spanish law governing securities markets is commonly cited as Ley 24/1988, del Mercado de Valores, with regulations implemented through specific Royal Decrees. You can review current texts and amendments on the official BOE site and EU law portals.

2. Why You May Need a Lawyer

• Scenario 1: A Maspalomas hotel group plans a public offering to raise capital for expansion. You need a lawyer to navigate prospectus drafting, disclosure controls, and CNMV filing requirements to meet Madrid stock exchange standards.
• Scenario 2: A Canary Islands property developer seeks a private placement with institutional investors. An ECM attorney can structure the placement, negotiate term sheets, and ensure regulatory exemptions are correctly applied under Spanish and EU rules.
• Scenario 3: A Maspalomas technology company considers a secondary offering after venture rounds. You will require due diligence, pricing mechanics, and coordination with underwriters and the CNMV for timely approval.
• Scenario 4: A cross-border listing plan on a European exchange. You need counsel to handle multinational disclosures, currency and taxation considerations, and harmonized regulatory compliance.
• Scenario 5: Corporate governance and fiduciary duties enforcement during an ECM process. A lawyer helps align the company’s governance, board approvals, and investor communications with law and market rules.

3. Local Laws Overview

Spain relies on a set of national laws and EU regulations to govern ECM activities. Below are 2-3 key statutes and regulations you should know, including their context and dates.

• Ley 24/1988, de 28 de julio, del Mercado de Valores - The foundational Spanish law for securities markets, covering issuances, trading, and market conduct. It has been amended many times to strengthen disclosure and market integrity. For current text, see the Boletín Oficial del Estado (BOE) and follow updates on CNMV guidance.
• Real Decreto Legislativo 1/2010, de 2 de julio, por el que se aprueba el texto refundido de la Ley de Sociedades de Capital - Consolidates corporate and capital-raising rules that influence how shares can be issued, increased, or transferred. This text controls the corporate framework within which ECM transactions operate. See BOE for the consolidated text.
• Real Decreto 1310/2005, de 4 de noviembre, por el que se aprueba el Reglamento del Mercado de Valores - Regulates the practical implementation of the Ley del Mercado de Valores, including prospectus requirements, trading rules, and market supervision. See BOE for the enactment and any amendments.
• Reglamento (UE) 2017/1129, del Parlamento Europeo y del Consejo, de 14 de junio de 2017, relativo al prospecto de emisión de valores - EU Regulation governing the content and disclosure of prospectuses for public offerings and admissions to trading on EU markets. Spain applies this regulation through national law and CNMV guidelines. It became applicable in stages, with the main provisions effective from 21 July 2019. Source: EUR-Lex

Recent EU alignment and domestic amendments continue to shape ECM practice in Maspalomas. For example, the Prospectus Regulation imposes standardized disclosure requirements across member states, simplifying cross-border offerings within Spain and the EU.

The Prospectus Regulation (Reglamento (UE) 2017/1129) applies to the disclosure requirements for a prospectus for public offerings and admissions to trading on EU markets.

4. Frequently Asked Questions

What is Equity Capital Markets and who are the players?

Equity Capital Markets is the area of law and finance that handles issuing, selling, and trading equity securities. Key players include issuers, underwriters, legal counsel, financial advisors, and regulators like CNMV. In Maspalomas, buyers and sellers rely on ECM specialists to interpret Spanish and EU rules.

How do I start a public offering in Maspalomas?

Begin with a strategic assessment of capital needs and market readiness. Engage a local ECM attorney to prepare a prospectus outline, coordinate with underwriters, and submit the CNMV application. Simple offerings may be faster, while complex filings require more time for due diligence.

What is a prospectus and when is it required?

A prospectus is a detailed disclosure document for investors. It is typically required for public offerings and for admissions to trading on a regulated market. Private placements may be exempt, depending on the offering and investor class under EU rules.

How much does hiring an ECM lawyer cost in Maspalomas?

Costs vary by transaction size and complexity. Typical fees include initial advisory, drafting the prospectus, regulatory coordination, and possible success fees with underwriters. Request a scope of work and a fee estimate in writing before engagement.

How long does an IPO process take in Spain?

From feasibility to listing, an IPO can take 6-12 months depending on due diligence, financial disclosure, and CNMV review. Cross-border or larger scale offerings may extend timelines further.

Do I need a local Canary Islands lawyer in addition to national ECM counsel?

Having local counsel is advantageous for regional regulatory contacts, tax considerations in the Canary Islands, and coordination with national ECM teams. A coordinated team improves communication with CNMV and underwriters.

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

An IPO brings new shares to market for the first time. A secondary offering involves sale of existing shares, often by major shareholders or insiders, and requires different disclosures and pricing considerations.

Can a foreign company list its shares in Spain?

Yes, subject to CNMV approval and compliance with Spanish and EU prospectus standards. A foreign issuer must appoint local counsel and coordinate with underwriters, auditors, and regulators for the listing.

Should I consider convertible bonds or warrants as part of an ECM strategy?

Convertible instruments may lower initial cash costs and provide upside for investors. They require careful drafting to balance equity dilution, securities law compliance, and tax effects.

What are the usual steps to engage with the CNMV?

Prepare a formal filing package, including the prospectus and corporate documentation. The CNMV reviews the offering, requests clarifications, and may conditionally approve the listing before market trading begins.

Is a prospectus mandatory for private placements under EU rules?

Private placements may avoid a full prospectus under specific exemptions, but they still require substantial disclosure to protected investors and may trigger an abbreviated or targeted disclosure regime depending on size and investor type.

What is the typical timeline from decision to listing in Spain?

Initial decision to file may take weeks, with due diligence and drafting spanning 2-4 months before submission. CNMV review adds 1-3 months, then listing occurs after regulatory clearance.

5. Additional Resources

• CNMV - Comisión Nacional del Mercado de Valores - Official regulator for Spain's securities markets, including ECM supervision and issuer approvals. cnmv.es
• BOE - Boletín Oficial del Estado - Official publication for Spanish laws and regulations governing markets and corporate law. boe.es
• EUR-Lex - Access to EU law, including Regulation (EU) 2017/1129 on prospectuses. eur-lex.europa.eu

6. Next Steps

1. Define your ECM objective and target market (IPO, private placement, or other). Set a realistic fundraising amount and timeline within Maspalomas and the EU market framework.
2. Assemble your ECM team, including a Maspalomas-based abogado mercantil, a financial advisor, and, if needed, an underwriter or broker.
3. Collect core corporate documents and financials for due diligence, such as two to three years of audited accounts and a robust business plan.
4. Request an initial consultation to outline the prospectus scope, disclosure requirements, and regulatory milestones with CNMV.
5. Draft a preliminary prospectus outline, review with counsel, and prepare regulatory filings and disclosures in Spain and the EU.
6. Submit the prospectus and coordinate with CNMV for review, responding to inquiries promptly to avoid delays.
7. Plan the listing or placement timetable, including investor roadshows, pricing, and post-listing compliance obligations.