Capital Markets

There is now growing pressure on listed companies to consider a set of interests that go beyond the maximisation of shareholder profit and are framed at environmental, social and governance (ESG) level.

On the one hand, this new situation creates a set of additional risks of a complex nature that may result in substantial negative impacts. On the other hand, it presents an opportunity to differentiate ourselves from our competitors through leadership in the various ESG areas.

Working in close cooperation with the Responsible Business practice, our team has the expertise to be the ideal partner to navigate a landscape of increasing pressure from investors, consumers, employees, and government bodies themselves to meet the challenges faced at this level.

We assist our clients with:

• Issuance of green bonds, sustainability linked bonds and transition bonds
• Setting up social entrepreneurship companies and funds and assisting in their impact investments
• Setting up collective investment undertakings with investment policies that include ESG criteria
• Compliance programmes
• Internal procedures, including codes of ethics and conduct
• Review of compliance programmes and internal culture
• Analysis of situations of conflicts of interest and establishment of remedial programmes
• Corporate governance due diligence

We help our clients navigate legislation and best market practices, taking into account the characteristics of the organisation and their sector. We also support them with appropriate responses at each stage of the life of the business, whether in the context of incorporation, a merger, or a joint venture.

We support our clients from the moment of conception, through the incorporation and authorisation processes with the regulators, both for investment funds and management entities. We also handle marketing and restructuring matters. In doing this work, we take into account growing environmental, social and governance (ESG) concerns, and we advise on the establishment of collective investment undertakings with investment policies that include ESG criteria.

We contribute with our know-how in regulatory (including EMIR or AIFMD) and compliance issues, and in M&A transactions associated with management entities or assets held by investment funds. Furthermore, we also advise on contractual matters, in particular, those relating to management, deposit or placement.

Responding to the most recent innovations and trends in this industry, we are pioneers in establishing, developing, and following up with social entrepreneurship bodies, from both a regulatory and transactional perspective.

We advise the leading Portuguese listed companies on corporate governance matters, derivatives and compliance involving issues of transparency, disclosure of information and market abuse.

Our vast experience in securitisation transactions includes advising arrangers and lead managers, but also originators, issuers, joint representatives, and financial institutions in a variety of agency roles, swap counterparties, rating agencies and investors.

We also advise on regulatory issues relating to securitisation including in connection with the European Securitisation Regulation, CRD IV, CRR, AIFMR, Solvency II and Bank of Portugal Regulations.

We have an extensive track-record in advising on public and rated securitisations, and on private warehouses, for the most traditional asset classes. These include residential and commercial mortgage loans, car loans (leasing and renting), SMEs, consumer credit (unsecured) and industrial equipment leasing.

We have played a central role in some of the most innovative structured debt and securitisation operations in Portugal, and we have contributed to the development of legal technology in this field. Our team was recently responsible for structuring:

• The first credit card securitisation in Portugal
• The first securitisation of television rights credits for a football club in Europe
• The first securitisation of receivables arising from operational leasing contracts in Portugal
• The first securitisation created from the segregation of a pre-existing portfolio of a credit securitisation company
• The first securitisation of NPLs subject to the European Securitisation Regulation in Portugal
• Two credit securitisations in which the residual value arising from leasing contracts was securitised

We have also recently acted in the first STS securitisation in Portugal and were responsible for the incorporation and regulatory approval process of the most recent securitisation vehicles in Portugal (securitisation companies).

We have advised the Portuguese State on sovereign debt issues, with a combined value of several billion euros. We have also structured MTN issuance programmes, standalone bond issues, commercial paper, convertible or hybrid securities, structured products, and covered bonds. In doing this work, we act for issuers, underwriters, service providers and market participants, whatever the scenario or transaction.

Besides our extensive experience in the more traditional segments of the debt market, we are pioneers in the sustainable investment segment. This has been one of the fastest growing segments globally in recent years, and we advise on the issuance of green bonds, sustainability linked bonds and transition bonds.