Capital Markets

In the Capital Markets area of practice, CTSU’S team advises clients in the full spectrum of securities deals, including IPOs and other distribution and acquisition public offers, takeovers, debt issues and derivatives, securities subscriptions and private placements of securities, mergers, acquisitions and restructuring of listed companies, as well as advising companies in fulfilling with their obligations to the regulatory and supervisory authorities of domestic securities and stock markets.

We also provide advice in different regulatory matters and corporate governance deals with listed companies and financial intermediators.

As regards to Debt Issues we advise Portuguese listed companies, as well as international companies with interests in Portugal including advice in several credit facilities, debts issues and derivatives, including the design and setting of structuring and  financing transactions with national and international companies, as well as the design and conception of innovative issues in Portugal, in particular, convertible and exchangeable bonds issues, hybrid securities instruments issues, including different kinds of debt issues, namely medium term notes issues.

We provide assistance with ongoing requirements demanded on publicly traded companies, as well as capital market operators. Furthermore, we can assist our clients in designing and implementing share buy-backs and stock option plans.

As regards to Equity Capital Issues, we provide services to issuing entities, shareholders and investment banks in initial public offerings (IPOs), issues of subscription rights, offers in second-tier markets, sales of blocks of shares, issues of convertible or exchangeable securities, placements, share derivatives, hedging instruments and other share-related financial products. We advise our clients on complex transactions simultaneously taking place in more than one jurisdiction.

The firm’s services cover all areas related to transactions on the capital markets from an operation’s initial structuring and due diligence up to its respective implementation. We also advise on compliance and corporate governance.

Furthermore, we also advise clients on the securities markets for hybrid instruments and other non-typical instruments. We also advise issuers, underwriters and financial intermediaries on the process of structuring the issuing of hybrid instruments and other non-typical securities, including innovative transactions.

IPOs, Takeovers and Public Offerings

CTSU has a relevant experience in advising clients on public offerings. In general we assist our clients throughout the course of the operation from its strategic planning and structuring up to its implementation.

Within the scope of public offerings, CTSU provides legal advice to Portuguese and international investment banks, fund management companies and listed companies, including, among others, the following legal services:

Pre-IPO phase

  • Implementation of corporate governance structures;
  • Establishing group structures;
  • Amending corporate documentation for compliance purposes in line with capital market requirements;
  • Legal due diligence - assessment and remedy of potential risks.

IPO phase

  • Assisting the issuers in remedying the identified risks;
  • Drafting the legal component of the IPO prospectuses;
  • Representing the client in front of the Portuguese Securities Commission;
  • Assisting the issuers in the completion of listing requirements.

Takeover offers and squeeze-out procedures

  • Assisting offers in buy-side due diligence;
  • Drafting legal components of the offering document;
  • Assisting the offers in relation with the target company and Securities Commission;
  • Assisting issuers in observing various legal requirements during squeeze-out procedures.
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