Financial Services

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.

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.

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.

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.

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.

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.