Capital Markets


“The price of greatness is responsibility”. Winston S. Churchill


“The existence of a dynamic capital market is key to companies being able to have a further financing alternative, alongside bank loans or contributions of private investment funds.” La Llave, Expansión. October 2021. 

You will work with one of the legal teams with the most experience and recognition in the market, both in national transactions (CNMV, AIAF, BME Growth or MARF) and in multi-jurisdictional transactions (144A and Reg S). Since the middle of the 90s, Ramón y Cajal has provided legal advice to listed companies (including Ibex 35 companies) and financial institutions in all kinds of equity and debt transactions, both in regulated and non-regulated markets.  

We have participated in several of the most significant transactions in recent years in Spain, due to their size, complexity or novel characteristics. 

Our legal advice in relation to securities markets and for listed companies includes: 

  • Capital increases, accelerated bookbuilding and admissions to trading of shares. 
  • Straight bonds (plain vanilla), high-yield bonds, junior bonds, convertible bonds, asset-backed securities, structured notes and promissory notes, including their admission to trading. 
  • Flotations (Initial Public Offerings (IPOs), Secondary Public Offerings (SPOs) and listings) 144A and Reg S.
  • Transactions on multilateral trading systems (BME Growth and MARF).
  • Offers to repurchase and exchange securities. 
  • Purchase of listed securities: takeover bids (OPAs), accelerated bookbuilding, block trades and bought deals.
  • Mergers. 
  • Securitisations: mortgage and asset securitisation –loans, quotas and leasing–, including the creation of funds and the issue of bonds.
  • Corporate governance.
  • Stock option and share purchase schemes of listed companies. 
  • Ongoing advice to listed companies in matters relating to securities markets. 

“I would rate this firm’s service as excellent, particularly the solid technical knowledge, negotiation ability, and understanding of regulatory issues". Chambers and Partners

“They defend our interests but also try to understand the other party's position”. Chambers and Partners 2021



Advice to Sareb in connection with a €4.06 billion bond offering

Ramón y Cajal acted as legal advisors to Sareb in connection with a €4.06 billion bond offering subscribed by CaixaBank, Ibercaja and Unicaja.


El nuevo marco jurídico en materia de modificaciones estructurales de las sociedades mercantiles

El nuevo Real Decreto-ley 5/2023 deroga íntegramente la Ley 3/2009, de 3 de abril, sobre modificaciones estructurales de las sociedades mercantiles (“LME”) y contempla un régimen general aplicable a todas las modificaciones estructurales, que aglutina todas aquellas menci


Ramón y Cajal advised Canadian Solar on its €100m guaranteed green note program filed with the MARF

Ramón y Cajal acted as legal advisor as to Spanish law to Canadian Solar EMEA Capital Markets SAU (as a SPV issuer) and its parent company Canadian Solar Inc. (as guarantor) in connection with a € 100m guaranteed green note program filed with the Spanish MARF.