Capital markets
Capital Raising
A financing needs coherent investment terms, shareholder rights and corporate approvals. CorpLaw advises listed and private companies, owners and investors on the legal structure, agreements and implementation of capital raising.
When is advice needed?
- For new share issues, rights issues or directed issues.
- When a new investor joins or existing shareholders contribute capital.
- For financing through warrants, convertible instruments or bonds.
- When financing requires changes to shareholders’ agreements or articles of association.
How we assist
Share issues and approvals
Review of financing structure, pre-emption rights, decision-making and authorisations. Preparation of proposed resolutions, subscription documents and implementation and registration materials.
Investment and subscription agreements
Negotiation of investment terms, warranties, funding conditions and undertakings. Subscription and shareholders’ agreements are aligned with the transaction structure.
Warrants and convertibles
Legal drafting of subscription, conversion, maturity and adjustment provisions for changes in the capital structure.
Bond financing
Legal review and negotiation of bond terms, covenants, security and corporate approvals. The scope depends on the financing structure.
Execution
Coordination of agreements, corporate resolutions, closing conditions and documentation. Any prospectus or other disclosure requirements are assessed for the transaction.
Questions to resolve early
- Valuation and dilution
- The subscription price and valuation affect the investor’s holding and existing shareholders’ dilution. A valuation can provide a more concrete basis for negotiations.
- Control and future funding
- Board representation, veto rights, information rights and arrangements for future funding should be discussed before signing.
- Scope of the engagement
- CorpLaw provides legal advice, not investor sourcing or securities placement, and does not guarantee that financing will be secured.
Questions and answers
What should be prepared for an investment?
The ownership register, articles of association, existing shareholders’ and financing agreements and proposed investment terms are a useful starting point.
Is a prospectus always required?
This depends on the instrument, the offer and any admission to trading. We assess the rules for the transaction rather than relying on general thresholds.
Related services
Capital Markets
Legal advice on capital raising, listings, disclosure and corporate governance.
Business valuation
A basis for negotiation in sales, acquisitions and ownership changes.
Shareholders' agreements & buy-outs
Rules between shareholders and orderly exits when ownership changes.
General Meetings & Governance
Meeting notices, proposed resolutions and governance documents for companies and owners.