Banking & Finance
The Banking&Finance Group is one of the main pillars of Cases & Lacambra.
Our lawyers have extensive experience in their fields of activity and before joining our Firm, they were trained in first class Spanish and foreign financial institutions, which allows us to provide advice based on a real knowledge of the business “drivers” of our Clients.
The Banking&Finance Group professionals work in close collaboration with the rest of the Firm in providing our Clients with comprehensive, practical legal advice adapted to their particular needs and aimed at offering added value in all the business and operations in which we take part.
Our Banking&Finance Group includes the following specialized sub-areas:
Our Firm’s banking and financial regulation area offers advice to, among others: management entities, banks, payment institutions, electric money entities, investment service and UCITS entities and other financial and savings institutions, insurance companies and brokers in matters such as:
- the establishment of all types of investment service companies and vehicles or regulated entities and in their corporate operations;
- regulatory compliance in relation to all types of banking and capital markets national and international legislation and in particular, in their marketing activities, cross-border activities, product and financial instrument launches, in relation to anti-money laundering and counter–terrorism financing, data protection, market abuse and other applicable legislation in general, to financial market entities and players, cooperating with our Clients to prevent regulatory infringements;
- implementation, monitoring and compliance with European and national legislation on protection for investors, market transparency and the reduction of risks (MiFID, MiFID II, AIFMD, EMIR, SFT, etc.);
- design of legal and accounting solutions for financial institutions and advice regarding compliance with solvency requirements;
- advice to collective investment entities in their day-to-day operations and in their asset management activity;
- defending entities subject to supervision in inspection and sanctioning procedures;
- constitution, distribution, sale of regulated and collective funds (UCITS) and advice regarding regulatory compliance for funds;
- monitoring, protection and advice in relation to regulatory and disciplinary sanctions; and
- regulatory advice on the negotiation derivatives, loans, purchase/sale of securities and implementation of new legislation and regulations in the internal negotiation policies of our Clients.
Banking and Finance
Financial institutions, companies and public and private sector entities, boutique investment banks and direct finance entities rely in our experience and our specialized knowledge of the interests and needs of borrowers and lenders, with the main objective of ensuring the safe negotiation and closing of transactions in a dynamic and effective manner. We offer legal advice, reconciling the concerns of all the parties involved and providing solutions that allow the implementation of solid operations based on the trust deposited in us by our Clients on both sides of the table.
Among others, we offer advice regarding:
- all types of financial transactions, whether bilateral and/or syndicated with one or several tranches (senior, mezzanine and/or subordinated);
- structured finance, corporate finance and acquisitions transactions;
- project finance in real estate, energy and infrastructure projects (public, private or public-private);
- corporate finance (loan accounts, commercial loans, draft discount, factoring, confirming, leasing, renting), in payment/collection methods (checks, payment orders, remittances, procedures standardized by the Spanish Banking Association (AEB), documentary credits, transfer and SEPA direct debits), international bonds and guarantees (tenders, performance, reimbursement/maintenance advances, retention, standby);
- structuring and granting of all types of collateral (financial, personal, mortgage, real estate and chattel, pledging of assets, rights, values, etc.);
- restructuring and refinancing of all types of financial instruments (loans, credits, bonds, structured notes, etc.);
- purchase and/or sale of portfolios and shares in secondary market finance for performing and non-performing loans;
- securitization, issuing and placement of all types of fixed income instruments and other debt capital market operations (DCM), including high yield and hybrid products, providing advice to securitization fund management entities and originators of securitized assets, issuers, placement entities and insurers, arrangers and credit improvement instrument providers;
- debt and direct lending investments by funds, direct finance providers and other non-traditional lenders in the middle market;
- contracting all manner of banking services and products (accounts, cash/investment, collections, payments, cards);
- liability and asset operation structuring contracts, negotiable securities and insurance products; and
- advice and drafting of atypical financial contracts adapted to the needs of our Clients and the markets in which they operate, including international operations in multiple jurisdictions.
Equity Capital Markets (ECM), Corporate Transactions and Special Situations
We offer advice to issuers, guarantors, placement entities, underwriters, arrangers, investors and players in national and international equity capital markets in all manner of business, regardless of their complexity, from simple operations (plain vanilla), to extremely complex, sophisticated matters, covering the following aspects:
- capital operations and instruments, including initial public offerings, stock market launches and alternative equity market launches (AEM), secondary offerings, private placements, block trades and convertible bond issues; and
- submission to approval and monitoring by the National Securities Market Commission (CNMV) or the applicable regulator of reference, of leaflets, legal documents required for sales or share subscription processes or for their admission for listing in regulated markets;
We advise financial institutions on mergers, acquisitions, reorganization restructuring processes of financial groups and investment service entities.
We offer advice in Special Situations, in the acquisition, management and sale of “distressed” assets (loans, securities), and in situations of bankruptcy or insolvency in general, working alongside the rest of the Firm’s staff to provide integral advice on restructuring processes and other special situations.
Private funds and investment managers
We offer advice on matters related to all manner of alternative and investment funds, with a clear focus on hedge funds, real estate funds, debt issue funds, monetary funds and private equity. We also provide advice to investment fund managers in their customer relationships and in implementing investment structures and setting up funds and collective investment funds entities in their day–to-day operations and in managing their assets. Our area of practice includes:
- establishment of collective investment funds, hedge funds and real estate funds, and advice on the suitability of the type of structure needed to cover the specific purpose of each Client, taking into account their needs, the investors and the investment areas and products;
- supervision and advice regarding relationships with regulatory bodies, when necessary;
- advice in relation to the sale and distribution of funds in Europe, dealing with local advisors, regulators and supervisory and control bodies of other jurisdictions, as required;
- documentation on asset management agreements, asset custody contracts, collateral management, opening, segregation and management of all manner of accounts (security negotiation accounts and financial instruments, compensation of derivatives, financial collateral accounts, etc.); and
- advice related to the implementation of investment strategies, financial products and counterparty risk.
Derivatives and structured products
Cases & Lacambra advises regulated funds, hedge funds, cash management offices, financial institutions, negotiation platforms, fund managers and corporations on:
- derivative instrument documentation, security loans, repurchase transactions and all types of contracts related to offsetting of transactions (including advice on ISDA, GMSLA, GMRA, CMOF, EMA contracts) and market protocols (ISDA Protocols), establishing their general contract policies depending on their needs, type and counterparties, and adapting those policies to new national and international legislation. We offer advice from the perspective of net risk to negotiation by objectives;
- advice on information for regulatory bodies, operations registers and information managers;
- standardization of pre-contractual and contractual documents, and the preparation of telephone and in situ contract protocols, internal regulations, product fact sheets and unification of economic and legal terms;
- advice in relation to the centralized compensation of off-exchange (OTC) derivatives through counterparty clearing houses and clearing house members and the establishment of relationships with brokers of derivatives and negotiation of transaction execution contracts (CDEA, ISDA/FIA Addendum);
- negotiation of prime brokerage contracts, conditions for accessing electronic trading platforms and advice within the most appropriate contractual framework for each Client based on their particular situation;
- drafting and negotiation of all types of financial guarantees, such as collateral framework agreements and other financial guarantees in relation to structured products and derivatives;
- advice on specific products: all manner of swaps (interest, credit, return), options, forwards, credit linked notes, asset back securities, etc.; and
- advice on insolvency related to derivatives, acting as consultants in default circuits in the event of non-compliance related to derivatives.
FinTech e InsurTech
Our specialized knowledge of financial and banking regulation and other sub-areas of practice of the Banking&Finance Group allows us to provide comprehensive advice to our Clients who operate, invest or develop new projects in different product and services verticals in the FinTech sector (investment, equity finance, payments, personal sureties, financial product distribution, foreign currency, P2P loans, crowdlending and crowdfunding, direct and sales finance, loans and micro-loans) and InsurTech (distribution, infrastructure, P2P insurance, crowdsurance, products and customer service).
We advise banks, venture capital funds, managers and investment funds, data management entities, stock exchanges, regulated business centers and other financial market players (in both the public and the private sector), and investors and entrepreneurs, among others, on:
- the suitability of the adequate type of structure to cover the special activity to be implemented by each Client, taking into account their needs, products and services;
- supervision and advice regarding relationships with regulatory bodies, as required, and if necessary, obtaining of authorizations, operating licenses and registration to carry out their activity;
- advice on setting up and putting into operation marketing activities, and the launch of products and services;
- advice on the standardization of pre-contractual and contractual documents and the drafting of telephone and in situ contract protocols, internal regulations, product fact sheets, etc.;
- adaptation to the current legislation applicable regarding the structure and activity carried out by our Clients;
- advice on joint ventures and venture capital and investor relationships;
- advice on regulatory compliance and governance, prevention of money laundering and risk assessment;
- monitoring, protection and advice on regulatory and disciplinary sanctions; and
- defense of entities subject to supervision in inspections and in the initiation of sanctioning procedures and conflicts with public, regulatory and other public and private entities and authorities.
Private Clients and Family Business
Cases & Lacambra considers that one of its main objectives in relation to our Private Clients and Family Business is to define and mitigate their risks in their activities and relationships with financial institutions, and in particular:
- offer them advice on the legal and contractual regime of their investments made through financial institutions and the negotiation of private or retail banking products;
- provide advice on the mitigation of risks related to standard language used by banks in the international safeguarding of securities, collective accounts and fiduciary deposits, negotiating specific clauses and ad hoc agreements;
- negotiate contracts, participating in and overseeing their relationships with private banks; and
- provide comprehensive financial advice, in coordination with other areas and specialties that could be requested by our Clients, especially advices on tax and commercial aspects.