Financial Services & Financing

Financial Services & Financing

I. Financial Services II. Financing
We advise banks, financial service providers, payment and securities service providers, and other regulated and unregulated market participants on a wide range of supervisory topics. This includes individual questions as well as complex transaction projects with a regulatory focus (including Regulatory Due Diligence). Our clients include private banks both domestically and abroad, branch offices of foreign institutions, and subsidiaries of foreign banks. We also guide foreign investors on market entry into Germany/EU and manage the necessary processes with the ECB and BaFin (licensing or ownership control procedures).  We counsel companies on all aspects of debt financing and, with our experienced team, can cover a broad spectrum of possible financing forms, such as credit and security contracts, syndicated loans, promissory notes, and bonds. For capital market-oriented companies, we offer guidance on the structuring of security issuances and on prospectuses. Another focus is on intra-group financing, particularly through cash pools and intercompany loans. 

The legal framework consists of both national and EU-wide regulations. Our consultation covers issues from the narrow regulatory context, such as licensing or ownership control procedures, and often extends to corporate law (Corporate Governance, remuneration systems, etc.) or commercial topics closely linked to regulatory aspects. Our team frequently represents clients before financial supervisory authorities (BaFin/Bundesbank/ECB). 

Ownership control procedures have gained significant importance as a notification requirement is triggered by a potential acquirer upon reaching certain thresholds, even before acquisition completion. This also applies to share transfers within groups. 

Questions about outsourcing or outsourcing (for insurers) of business processes and services are also crucial for institutions, as they are subject to an extensive, complex, and frequently changing set of rules (such as MaRisk, BAIT, etc.). 

Our advisory spectrum also encompasses capital market law (especially stock exchange listing of companies, obligations of listed companies). 

Examples of mandates/projects include: 

  • Advice on the transfer of shares in a leasing company (AG), coordination with BaFin on the planned transaction structure and advice on the ownership control procedure, preparation of acquisition notification, and task notification. 

  • Licensing procedure with the granting of a full banking license (CRR Institute) for our client, application for licensing, support/advice on relevant attachments/documents, communication with BaFin/ECB. 

  • Representation of a CRR institute vis-à-vis BaFin's intensive supervision. 

  • Advising foreign investors on the purchase of a bank. 

  • Advice on designing a custody change for pension funds for employees (volume Euro 800 million), involved parties investor (=client), asset management company, custodian, and asset manager. 

  • Licensing procedure for founding a leasing company, advice on, and preparation of, application documents, BaFin communication. 

  • Advice on the launch of a real estate fund as a special AIF fund with fixed investment conditions. 

  • Sale of a leasing company, advice to owners, process support sell-side. 

  • Advising a major public transport company on the need for a license according to ZAG/KWG due to the introduction of a customer card with credit (anonymous, without a customer account). 

  • Advising a tourism association on licensing requirements under ZAG in the mapping of payment transactions for network companies (spa tax, hotels, airport, etc.). 

  • System-relevant bank on outsourcing contracts and compliance with MaRisk and EBA Guidelines Outsourcing. 

Clients often require our consulting services when restructuring financing contracts, e.g., when switching from bilateral credit agreements to syndicated loan agreements. Intra-group financing also plays an essential role in our consultancy. This often involves cash pool contracts or intercompany loans aimed at optimally deploying liquidity within corporate groups. In this context, we also advise on corporate law aspects (contract design, board resolutions, obligations, and liability risks for managing directors). 

For foreign subsidiaries of German companies, we provide advice on legal conditions from a national perspective and coordinate the work of foreign colleagues. This ensures comprehensive support for clients without needing them to contribute their own lawyers abroad. 

Financing may also entail advising on capital market-related products like promissory notes and bonds. Here we have experience with private placements and listed bonds as well as with asset investments according to VermAnlG (including projects for citizen participation in wind farm companies). We advise on the design and implementation of financing projects and assist in the preparation of sales prospectuses for the issuer. Typically, we also handle the approval process of the prospectus with BaFin/Securities Supervision for the issuer. 

Examples of mandates/projects include: 

  • Taking up syndicated financing of over Euro 150 million (preliminary stage, term sheet, and mandate and syndicated loan contract). 

  • Structuring of a bearer bond (bond), drafting the prospectus with the issuer, BaFin approval procedure, and other contracts such as the paying agent contract. 

  • Syndicated loan of Euro 92 million (term sheet, loan agreement with the inclusion of KfW loans). 

  • Advising a CRR institution on the distribution of bearer bonds. 

  • Issuance of promissory notes over Euro 60 million (negotiation phase, term sheet, and promissory note loan agreement). 

  • Introduction of a cash pool over three sub-pools, involving foreign investments (internal contracts between cash pool leaders and involved companies and bank contracts). 

  • Intercompany loan from a foreign parent company for a German investment. 

  • Cash pool contracts for a corporate group in Germany and abroad (renewal and updating). 

Contact us!

Ingo Gottwald, Diplom Finanzwirt (FH)

Ingo Gottwald, Diplom Finanzwirt (FH)

Lawyer | Certified Tax Advisor
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