Corporate and Commercial
– Capital Markets

In particular, the Capital Markets team deals with the following matters :

Corporate and Commercial - Capital Markets

At the Capital Markets Department of Roca Junyent we provide full advice to national and international listed companies in all their actions carried out within the Spanish capital market, from flotation to compliance with all listed company obligations, trades carried out in the stock market and the defence of their interests in all areas; we also advise companies on operations with listed companies and represent small and medium sized enterprises and private individuals in their relationships with listed companies.

The members of our capital markets team have longstanding experience in customer advice both at a national and international level and are actively involved in many international attorneys’ organizations and associations such as the IBA and the AIJA where they hold important positions in capital markets specialist committees.


We advise our clients – whether national or foreign companies – throughout the entire flotation process, legal requirements, corporate resolutions, legal implications, adaptation of their structure to corporate governance regulations, drafting of required legal documentation such as prospectuses, official communications, relevant events, etc. Tracking and follow•up of cases and necessary procedures with the Spanish National Securities Market Commission (CNMV), the stock exchange governing bodies and Iberclear and, as the case may be, coordination with other foreign regulatory authorities.

Initial Public Offering and securities subscription

We advise national and international companies on all manner of capital markets issues via initial public offerings and admission to trading on the Spanish markets, as well as on the subscription of newly issued securities, preparing the necessary documentation (prospectuses, official communications and other mandatory legal documentation). Advice includes performance of the required procedures with the Spanish National Securities Market Commission and other official markets.

Takeover Bids

We advise our national and international clients in the presentation of takeover bids on companies admitted to trading on an official market in all its forms: acquisition of a shareholding, acquisition of a controlling shareholding, mandatory takeover bids, exclusion takeover bids, hostile takeovers, etc. involving payment in cash, shares or mixed (convertible bonds, warrants, subscription rights, etc.). Advice includes the preparation of all preliminary documentation and agreements required as well as official documentation (prospectus, official communications, announcements, etc.). We also assist our clients in the procedures with the Spanish National Securities Market Commission to obtain an exemption from the obligation to present a public takeover bid, in the cases set forth in the law.

Listed Companies

We advise our national and international clients on any issue involving the action of listed companies: adoption of corporate resolutions, shareholder agreements, holding of general shareholders’ meetings, prevention of money laundering, administrative procedures, privileged information, etc.

Corporate Governance

We advise our national and international clients on implementation and compliance with Corporate Governance regulations.

The law firm has been actively involved on setting the corporate governance guidelines for listed companies through the membership of Miquel Roca in the Aldama Commission, and has followed the development of corporate governance regulations from the Olivencia Code through to the Unified Good Governance Code and its implementation via the regulatory bodies.


Shareholder Activism

We provide advice to our clients in the design of prevention strategies and/or response to shareholder activism brought about by newcomers with an interest in artificially reducing or increasing the value of the company in pursuit of short term profits which increase the Company’s risk and/or results in the medium to long term, causing fractures among the shareholders by making requests for promotion of specific business strategies or replacement of CEOs and/or senior executives.

We also provide advice to clients owning a large shareholding in listed companies, helping them guarantee the respect of the rights associated with their investment.


Alternative Stock Market (MAB)

We provide advice on all legal matters related to companies becoming members of the MAB. Our services comprise all stages of the process, including the adoption of the pertaining corporate resolutions, the performance of due diligence, the contracts with the registered adviser, the placement agent and the liquidity provider, the adaptation of the company structure and corporate governance, the preparation of the documentary proof of compliance with the MAB membership requirements as well as the information documentation or, as the case may be, the prospectus and the tracking and coordination of the membership procedures with the governing body and Iberclear.

Listed Company Restructuring

Our professionals advise our client on debt restructuring and refinancing processes of listed companies, as well as on insolvency procedures that compromise their financial viability, paying special attention to regulatory requirements and particular characteristics which affect companies listed on a secondary market, including, among others, the exemption from the obligation to present a Public Takeover Bid in the event that control of a listed company is acquired as a direct result of a refinancing agreement endorsed by a court of law.