Banking and Financial Law

International financial markets continue to be in the spotlight. It is becoming increasingly important for market participants to respond quickly to legal questions in banking and financial law. The reason for that is especially the new and constantly adjusted regulations, which must do justice to current developments and challenges. In addition to that, financial structures continue to evolve dynamically to adapt to technological innovations and regulatory changes.

GEMS SCHINDHELM has extensive experience in the area of banking and financial law, which facilitates the efficient resolution of new and complex legal issues. In close partnership with you, we will support you as a market participant. We accompany you from the start to the end of a project—often over several years—and support you from project planning to development of new and innovative financing to the negotiation and drafting of relevant contracts.

In addition to that, we share information with specialists from our other practice groups at all stages of the consultation. In particular, we collaborate closely with our colleagues in tax and corporate law. For international projects, we advise you jointly with our experts at our 26 domestic and international locations and offer you customised solutions from a single source.

Consulting Needs in Banking and Financial Law

Companies face the challenge of meeting legal and regulatory requirements while simultaneously achieving their economic goals. Banking law is particularly complex since it is not regulated by a single code of law, but rather by a variety of regulations in corporate law, civil law, tax law, and other norms, particularly at the European level.

Therefore, companies should take advantage of the ongoing support of a lawyer in banking and financial law. Typical occasions that require legal advice are:

• Financing and transaction structuring: Consideration of economic, tax, and regulatory aspects, e.g. in the case of real estate financing, project financing, and re-establishments of all kinds.

• Restructuring of financing: Adaptation to new economic situations.

• Financing disputes: Representation in judicial proceedings and arbitration.

• International transactions: Consideration of different legal systems and regulations.

• Regulatory compliance: Compliance with national and international financial regulations, e.g. in the area of anti-money laundering (AML).

Our Expertise in Banking and Financial Law

The aim of our highly specialised team at GEMS SCHINDHELM is to offer you simple and practical solutions in the complex area of banking and financing. We advise large and medium-sized companies, international groups, public institutions, as well as national and international banks and funds on all banking and financial law matters. We work in a variety of focus areas and offer tailored support for your specific needs.

Three good reasons – what sets us apart:

• Your challenges are our day-to-day business. Our lawyers in banking and financial law combine the full range of skills required to implement your strategic and operational objectives successfully.

• We want to understand your business. And we make every effort to really get to know you. Our goal is to build a long-term partnership and work closely with you – side by side with your management teams.

• Locally rooted, nationally and internationally networked. At our locations, lawyers are at work who know the legal and economic particularities on site and are at home in the respective cultures. As a team, we develop solutions for you that take you further. No matter whether on the national or international stage.

Our Specialties in Banking and Financial Law

We’ll work with our team to navigate you through the most demanding banking and financial laws. Our specialties include:

• Acquisition financing — means the buyer’s financing when purchasing a business. The financing can be done by means of equity capital (internal financing) or by loan capital (external financing).

• Asset financing – means the provision of capital for the acquisition (or even optimisation or expansion) of machinery, real estate, or technical assets for companies.

• Bank supervisory law, insurance and securities supervisory law, financial market supervisory law – We have extensive regulatory experience and can provide advice on all regulatory and compliance issues.

• Derivatives and structured financing – The use of derivatives and structured financing helps companies hedge risk and achieve investment objectives.

• Due diligence – Prior to a transaction, a comprehensive–including legal–review of the target company is required to meet the standards of corporate due diligence. A due-diligence review serves the purpose of analysing risk and developing or adjusting the transaction structure.

• Factoring – Factoring helps companies increase their liquidity in the short term by reselling outstanding receivables to factoring companies.

• Money-laundering prevention – Illegally obtained assets must be averted as a preventive measure. In particular, compliance with European Union specifications is especially important for this.

• Closed-ended & open-ended funds – This form of asset management is designed to manage and increase assets. Open-ended funds allow investors to flexibly invest in a wide range of projects and easily liquidate shares, while closed-ended funds can focus on a few projects and provide higher return opportunities over a longer term.

• Real estate financing – The acquisition, construction, or renovation of a property requires careful planning that takes into account future market conditions.

• Compliance with capital market law – During each capital market transaction and all activities in that context, laws and regulations must be followed to ensure market transparency, to prevent insider trading, and to comply with financial reporting.

• Capital market transactions including IPOs – The IPO is the authorisation to trade a company’s stock on the stock exchange and this requires comprehensive analysis and valuation of the company to determine a stock price. Approached correctly, companies have a wide set of investors and valuable additional financial resources.

• Intercompany financing / cash pooling – Cash pooling is the centralisation of liquidity management by aggregating various payment accounts. Thus, corporations can achieve better conditions with banks and optimise their financing costs. Special attention must be paid to avoiding a prohibited investment refund.

• Lease models (including sale and lease back and lease and lease back) – This special form of finance lease allows companies to make sales and then lease them back from the leasing company. Applied properly, companies can thus free up cash and continue to use the asset.

• PPP/PFI projects – Public Private Partnership (PPP) and Private Finance Initiative (PFI) projects facilitate private funding for public services. These models achieve an efficient and cost-effective solution of infrastructure projects by combining private-sector resources with public-sector requirements.

• Private equity – is private investment capital that is not accepted through the stock exchange. Investors thus have high earnings opportunities, but also take on high risk, which is why the process requires legal advice.

• Venture capital – This is a variant of private equity where capital is invested in a young, innovative company (often in the start-up phase). As a risk-laden investment, it requires strategic planning.

• Private placements – This involves the sale of assets to a private group of investors, excluding the public. This form of fund raising requires a high degree of trust between the parties involved.

• Project financing – Structuring project funding requires careful risk analysis and the creation of detailed funding plans so that companies can get the capital for projects from banks and investors.

• Disputes in civil and arbitration proceedings in finance - Companies need legal preparation for conflict resolution - in both in-court and out-of-court conflict resolution.

• Acquisition right – An orderly, transparent, and legal process must be ensured while one company acquires control of another.

• Contract design for companies – Contracts between companies and other parties must be carefully designed to minimise legal risks and clearly define the rights and obligations of all parties involved.