The effortless online access to capital markets, the new technologies that have significantly reduced trading costs, the trend of using SPACs (Special Purpose Acquisitions Company, created or sponsored by institutional investors, hedge funds, private equity, representing a method through which companies can be listed and access capital much faster than through a conventional listing), redefining the roles of capital market participants by taking on new responsibilities and collaborating with new technology providers, and introducing new ways of operating to keep up with the needs of their customers, increasing the number of Romanian companies in the AeRO segment, adopting consistent reporting standards around ESG values, but also investor protection are just some of the challenges related to the capital markets.
Increased investors’ interest in capital markets and the use of new technologies represent positive trends, but they are not without risks, raising questions about market resilience, investors’ protection, cyber security, and data protection. For example, blockchain and DLT (distributed ledger technology) have the potential to disrupt core functions in capital markets, including the registration, issuance, and transfer of shares and other securities, trading processes, clearing systems, and settlement. At the same time, regulators are paying close attention and proposing drafts of new regulations applicable to capital markets.
By using legal services both for regulatory matters and for drafting and negotiating agreements, the issuers, the financial investment service companies (SSIFs), the investment funds, the investment management companies (SAI), and other capital market participants are assuring the success of their projects carried out, by eliminating or reducing the legal risks.
NewLegalWay provides legal advice on the Capital Markets sector concerning the following aspects:
Listing of companies and the activity of issuers
- Consultancy regarding the listing on the Bucharest Stock Exchange (BVB) of a company (issuer) through an initial public offering (IPO);
- Amending the agreements with the Central Depository, consultancy on the relationship with the shareholders and the rights of the shareholders;
- Consultancy regarding the information and reporting obligations of issuers (companies listed on BVB);
- Drafting / modifying current reports submitted to the Financial Supervisory Authority (ASF) and BVB;
- Drafting / modifying documentation for the general meetings of shareholders-GMS (convening notice, information documents, reports, proxies, voting papers), amendments to the articles of incorporation, application of the cumulative voting method for electing members of the Board of Directors, rights of minority shareholders;
- Drafting / amending confidentiality agreements (NDAs);
- Consultancy on inside information, unauthorized disclosure of inside information, market abuse and market manipulation;
- Preparing the Virtual Data Room (VDR) for a due diligence process on the issuer;
- Legal assistance regarding the financing operations of an issuer;
- Consultancy regarding the acquisition of a minority or majority stake/ participation in a company listed on a regulated market (issuer);
- Legal assistance regarding the merger of an issuer with another company, for more details, see the Mergers and Acquisitions section;
- Consultancy regarding the issuer’s participation in the setting up of companies, the conclusion of joint venture agreements and partnerships;
- Drafting documentation and providing consultancy on the Stock Option Plan (SOP) for employees, directors, managers, as well as on shares buy-back program;
- Drafting / amending prospectus and documents related to sale public offers and public offers for purchase;
- Drafting / amending prospectus and documents related to voluntary takeover bids and mandatory takeover bids.
Financial instruments and financial services
- Consultancy on the passporting procedure regarding financial instruments, the provision of financial investment services and investment management services, the free movement of services;
- Consultancy on CFD, including CFDs on crypto-assets;
- Amending the SOP prospectus related to the shares traded on a regulated market abroad;
- Consultancy on the management of an SSIF and the brokerage activity (short-selling, deposits, transactions on BVB);
- Legal assistance regarding the establishment of an investment management company (SAI) and legal advice on its activity;
- Consultancy regarding the activity of investment funds, investment companies, collective investment undertakings, other than UCITS (UCITS);
- Consultancy regarding the suspension from trading, delisting, squeeze-out procedure (withdrawal of shareholders);
- Legal assistance regarding the closure of a brokerage and custody department within a credit institution.