The Financial Services Group of practice is one of the most recognized areas of expertise of the Firm.
Our lawyers have an extensive experience in their fields of activity. Most of them, before joining our Firm, were trained in first class financial institutions, which allows us to provide advice based on a real knowledge of the business “drivers” of our Clients.
The Financial Services Group professionals work closely with the rest of the Firm in order to provide our Clients with comprehensive, practical legal advice adapted to their needs and aimed at offering added value to the business and transactions in which we take part.
Our Financial Services Group includes the following specialized sub-areas:
Our Firm’s banking and financial regulation area advices: financial entities, management companies, 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 transactions;
- regulatory compliance in relation to all types of banking and securities markets and in particular, in relation with their marketing activities, cross-border activities, product and financial instrument launches, anti-money laundering and counter–terrorism financing, data protection, market abuse and generally any other applicable legislatio to financial market entities and players, cooperating with our Clients in order to prevent regulatory infringements;
- the implementation, monitoring and compliance with European and national legislation on investor protection, 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 the managers of collective investment entities and pensions funds in their day-to-day transactions and in the asset management activity: they undertake on behalf of the funds under management.
- 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
- advice on the negotiation and documentation of derivative products, loans, purchase/sale of securities and other financial markets transactions.
Banking and Finance
Financial institutions, companies and public and private sector entities, boutique investment banks and direct finance entities rely on our experience and our specialised 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 transactions based on the trust deposited in us by our Clients on both sides of the table.
We offer, inter alia, advice on:
- 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), 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);
- restructuring 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 transactions (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 enharcement instrument providers;
- debt and direct lending investments by funds, direct finance providers and other non-traditional lenders in the middle market;
- contracts for banking services and products (accounts, cash/investment, collections, payments, cards);
- liability and asset transaction structuring agreements, negotiable securities and insurance products; and
- advice and drafting of atypical financial agreements adapted to the needs of our Clients and the markets in which they operate, including international transactions 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 transactions (plain vanilla), to extremely complex, sophisticated matters, covering the following aspects:
- capital transactions 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 prospectuses, 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 on 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 teams to provide an integral advice on restructuring processes and other special situations.
Private Funds and Investment Managers
We offer advice on matters relating to alternative and investment funds, with a clear focus on hedge funds, real estate funds, debt issue funds, monetary funds or private equity. We also provide advice to investment fund managers in their customer relationships, as well as in the implementation of investment structures and the setting-up of funds. Similarly we advise the collective investment funds entities in their day–to-day operations and in management of their assets. Our area of practice includes:
- the 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 their 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 agreements, 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 relating to the implementation of investment strategies, financial products and counterparty risk.
Derivatives and Structured Products
Cases&Lacambra advises regulated funds, hedge funds, financial institutions, negotiation platforms, fund managers and corporations on:
- derivative instruments documentation, security loans, repurchase transactions and netting agreements (including ISDA, GMSLA, GMRA, CMOF, EMA agreements) and market protocols (ISDA Protocols), establishing general contract policies depending on the needs of the client, the type and counterparties, and adapting those policies to new legislation. We offer advice from the perspective of net risk to negotiation by objectives;
- advice on information to regulatory bodies, transactions 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 over-the-counter (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 about 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 mastere agreements and other financial guarantees in relation to structured products and derivatives;
- advice on specific products: swaps (interest, credit, return), options, forwards, credit linked notes, asset back securities, etc.; and
- advice on default in derivatives in insolvency situations, acting as consultants in default circuits in the event of derivative agreement.
FinTech e InsurTech
Our specialised knowledge of financial and banking regulation and other sub-areas of practice of the Financial Services Group allows us to provide comprehensive advice to our Clients who operate, invest or develop new projects in different products and services guarantees 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 on:
- the suitability of the adequate type of structure to cover the special activity to be undertaken by Clients, taking into account their needs, products and services;
- supervision and advice regarding relationships with regulatory bodies, as required, and if necessary, obtaining 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 applicable legislation to 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 its Private Clients and Family Business, is to define and mitigate the risks in their activities and their relationships with financial institutions, and specifically:
- to offer them advice on the legal and contractual regime of their investments through financial institutions and the negotiation of private or retail banking products;
- to provide advice on the mitigation of risks relating to standard language used by banks in the international custody of securities, collective accounts and fiduciary deposits, negotiating specific clauses and ad hoc agreements;
- to negotiate contracts, participating in and overseeing their relationships with private banks; and
- to 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.
Practice Group’s Publications
GTDT: "Loans & Secured Financing 2021". Spain Chapter
Toni Barios & Esteban Cuyás – July 2020
Toni Barios and Esteban Cuyás have written the Spanish chapter of this multijurisdictional guide, which covers the key aspects of loans and secured financing markets. This guide has been coordinated by Cravath and published by Getting the Deal Through (Lexology).
Newsletter: “Confronting the economic impact of COVID-19 in Spain: the approval of the third trance of a line of public guarantees on loans”
Financial Services Team – May 2020
Our partner Toni Barios has produced a brief note on the key terms and conditions of the third tranche of the line of guarantees that will be issued by the Instituto de Crédito Oficial on loans to Spanish SMEs and the self-employed and other practical considerations to those financing or refinancing Spanish borrowers in the coming months.
ICLG to Alternative Investment Funds 2019. Andorra Chapter
Miguel Cases & Marc Ambrós – September 2019
This publication, published by Global Legal Group and coordinated by Skadden, Arps, Slate, Meagher & Flom LLP, covers the particularities and updates in this sector in 32 jurisdictions. C&L has written the chapter for Andorra.
ICLG to Alternative Investment Funds 2019. Spain Chapter
Miguel Cases & Toni Barios – September 2019
This publication, published by Global Legal Group and coordinated by Skadden, Arps, Slate, Meagher & Flom LLP, covers the particularities and updates in this sector in 32 jurisdictions. C&L has written the chapter for Spain.