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Capital Markets

Combining the knowledge and experience of more than 150 capital markets lawyers, Mayer Brown’s Capital Markets practice regularly advises issuers and underwriters in some of the most complex financing transactions.

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Brochure
7 February 2017
Mayer Brown JSM Brochure
Mayer Brown JSM is one of the few law firms with solid experience in executing a wide range of transactions in Mongolia and in-depth knowledge of the evolving government policies, business landscape and other aspects of cross-border deals in this jurisdiction. Our dedicated team represents Mongolian entities as well as international banks, lenders and counterparties, and has proven experience in addressing and resolving issues as they arise.
Legal Update
24 January 2017
Mayer Brown Legal Update
On January 17, 2017, in a long-awaited decision in Marblegate Asset Management, LLC v. Education Management Finance Corp., the US Court of Appeals for the Second Circuit held that Section 316 of the Trust Indenture Act (“TIA”) does not prohibit an out of court restructuring of corporate bonds so long as an indenture’s core payment terms are left intact.
Book
January 2017
(Asia Edition)
Mayer Brown JSM Book
Against a backdrop of stable and low interest rates and growing equity market volatility, convertible bonds are becoming an increasingly attractive financing option that every corporate treasurer should have in his toolkit and every in-house lawyer should understand.
Book
December 2016
Mayer Brown Book
The US high-yield market has experienced tremendous turbulence in the past few years. Between 2009 and 2015, the US high-yield market rose 180%, and bond terms became increasingly “issuer-friendly”. Examples of this trend include weaker call protection, change of control provisions requiring a ratings down-grade, and higher flexibility for issuers to incur additional debt and/or make restricted payments.
Legal Update
October 2016
Mayer Brown Legal Update
In our Equity Capital Markets Spotlight, we compare the eligibility requirements for companies seeking to list their equity securities on the UK, US and Hong Kong markets, together with the continuing obligations which apply once listed.
Book
September 2016
Mayer Brown Book
Since we published the 3rd European Edition of our "High Yield Bonds – An Issuer’s Guide" in late 2013, the European high yield market has experienced a number of ups and downs, with generally high levels of activity in 2014 and the first half of 2015 followed by long periods of only sporadic or highly subdued activity in the second half of 2015 and the first half of 2016.
Legal Update
15 September 2016
Mayer Brown JSM Legal Update
This update focuses on the establishment of open-ended fund companies in the context of other possible fund structures under Hong Kong law. Open-ended fund companies are a new structure although the relevant amendments to Hong Kong's Securities and Futures Ordinance (Cap. 571) (SFO) have not yet come into force.
Legal Update
8 September 2016
Mayer Brown Legal Update
The US Securities and Exchange Commission announced an increase in the filing fees to be paid by public companies and other issuers.
White Paper
August 2016
How to acquire a publicly listed company in Germany
Mayer Brown White Paper
For the successful acquisition of a publicly listed company in Germany, a bidder must carefully consider legal and strategic implications at each stage of the takeover process.
Legal Update
19 August 2016
Mayer Brown JSM Legal Update

Under the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs (Takeovers Code), once an announcement is made of a proposed or possible offer (with or without terms), any public statement containing data sufficient to calculate an approximate figure for future profits of the listed issuer concerned may be treated as a ‘profit forecast’, which must be ‘reported on’. It includes not only any profit forecast made during an offer period but also any existing profit forecast. An obvious but easily overlooked example is the profit warning or positive profit alert announcement (Profit Announcement) published by the listed issuer before or during the offer.

As a reminder to listed issuers, this article reviews the requirements of Rule 10 of the Takeovers Code (Rule 10) in the context of Profit Announcement.

News Releases
11 July 2016
Mayer Brown announced today that it represented WEPA Group, a leading family-owned European hygiene paper producer, on its EUR 450 million offering of senior secured notes and on a EUR 125 million super senior revolving credit facility. The bond was listed on the Euro MTF market of the Luxembourg Stock Exchange
Legal Update
6 July 2016
Mayer Brown Legal Update
The UK’s decision to leave the EU will of course have implications for corporate activity in the UK. The immediate consequence is uncertainty, which has led to some transactions being delayed or put on hold indefinitely. As we do not yet know what model (if any) the UK will follow in leaving the EU, it is too early to say with any certainty what the specific implications of Brexit will be on any area of law. However, we have put together the following high level overview of some of the potential consequences on M&A and ECM transactions.
Legal Update
30. Juni 2016
Mayer Brown Legal Update
Am 3. Juli 2016 treten die Europäische Marktmissbrauchsverordnung (MMVO) und gleichzeitig wesentliche Änderungen des WpHG durch das Erste Finanzmarktnovellierungsgesetz (1. FiMaNoG) in Kraft. Das hat weitreichende Konsequenzen für Emittenten von Finanzinstrumenten.
Legal Update
14 June 2016
Mayer Brown JSM Legal Update
On 31 December 2015, Vietnam's government issued Decree 135/2015/ND-CP regulating offshore investment by Vietnamese natural and legal persons (Decree 135). This is the first time that Vietnam has provided clear procedures and conditions for offshore indirect investment. While individuals are covered by Decree 135, as a practical matter, this kind of investment remains available only to corporate entities established in Vietnam. Decree 135 took effect as of 15 February 2016.
White Paper
25 April 2016
Mayer Brown White Paper
Mayer Brown joined 27 other law firms in developing an opinion white paper regarding the application of recent judicial opinions relating to Section 316(b) of the Trust Indenture Act of 1939 in the Marblegate and Caesars Entertainment cases.
News Releases
1 April 2016
Mayer Brown announced today that the firm is strengthening its German Banking & Finance practice with the addition of Dr. Martin Heuber as a partner in Frankfurt. Mr. Heuber will enhance the firm’s debt financing capabilities.
News Releases
8 March 2016
Mayer Brown JSM acted as the legal adviser for Jiayuan International Group on its HK$1.116 billion global offering and listing on the Hong Kong Stock Exchange today.
News Releases
29 February 2016
Mayer Brown JSM received three awards from China Business Law Journal’s 2015 China Business Law Awards.
Legal Update
23 February 2016
Mayer Brown JSM Legal Update
Thailand's long awaited and much anticipated Business Collateral Act B.E. 2558 (2015) (Act), was published in the Royal Thai Government Gazette on 5 November 2015 and will come into force on 1 July 2016.
Legal Update
8 January 2016
Mayer Brown JSM Legal Update
In its recent decision relating to The Cross Harbour (Holdings) Limited (Cross Harbour), the Takeovers and Mergers Panel (the "Panel") ruled that despite there being no change in leadership of a long established concert group, nor payment of premium in the proposed intra-concert group transfer, no waiver from the obligation to make a mandatory general offer (an "MGO") would be granted if the leader acquires a direct holding of a controlling interest in the listed company.
Book
July 2016
Asia Edition
Mayer Brown JSM Book
This guide provides an overview of a Hong Kong IPO process and some of the key issues with which we believe directors, members of senior management and other key decision makers of a potential IPO candidate should be familiar, and focuses on a listing on The Stock Exchange of Hong Kong Limited (the HKEx) and, to a lesser extent, a listing on a US stock exchange, such as the New York Stock Exchange (the NYSE) or Nasdaq.
Legal Update
30 December 2015
Mayer Brown JSM Legal Update

The Hong Kong Exchanges and Clearing Limited ("the Exchange") has just announced that the proposal to upgrade the General Disclosures under the Environmental, Social and Governance (ESG) Guide to 'comply or explain' and other amendments will be effective in phases, with the first phase starting for issuers' financial years commencing on, or after, 1 January 2016.

The amendments to the Corporate Governance Code introduced in December 2014, incorporating risk management and effective internal controls, will also take effect for issuers' financial years commencing on, or after, 1 January 2016.

News Releases
2 November 2015
The 2016 edition of Chambers UK ranked Mayer Brown in 30 categories, including seven Band One rankings.
Legal Update
8 September 2015
Mayer Brown Legal Update
The US Securities and Exchange Commission announced a decrease in the filing fees to be paid by public companies and other issuers.
Book
August 2015
Mayer Brown JSM Book
This Guide addresses the core elements of high-yield debt and aims to provide existing and new issuers with a reference tool to help understand and navigate high-yield covenant packages, structures and deal execution in Asia.
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