Capital markets

What we do

Our capital markets team assists companies in raising financing on the capital markets. In addition, we advise on a wide range of issues within financial regulatory law. Furthermore, we act for banks, investment firms, insurers, and various funds. Our services include:

• Guidance with startup & scale-up investment rounds
• SPAC
• Debt markets
• Equity markets
• IPO
• Prospectus requirement
• Financial regulator license applications
• Due diligence investigation
• Shareholders' agreements
• Commercial contracts
• Participation agreements
• Dispute resolution
• Change in shareholder structure
• MBO, MBI, buy-backs
• Mergers & acquisitions

We have the knowledge and expertise to assume diverse roles: from advisory services to dispute resolution. We have an experienced team of lawyers and legal experts in the fields of capital markets and financial law. Contact us to discuss the possibilities.

Capital markets within financial law

Capital markets are the place where companies raise capital by issuing securities such as shares and bonds to investors. Within financial law, capital market law revolves around the rules governing this issuance and trading: the prospectus requirement, ongoing supervision by the Dutch Authority for the Financial Markets (AFM), and rules against market abuse. Unlike traditional banking, the emphasis here lies on the relationship between the issuing institution and the investor, and on the information that a company must provide to the market. Whether you are guiding an international group to the stock exchange or are raising external capital for the first time as a growing company, our lawyers and in-house counsel translate this regulatory framework into a workable approach.

The prospectus requirement and the Prospectus Regulation

Anyone offering securities to the public or having them admitted to trading on a regulated market must, in principle, publish an approved prospectus. This prospectus requirement stems from the European Prospectus Regulation (Regulation (EU) 2017/1129) and is enshrined in the Netherlands in Chapter 5.1 of the Financial Supervision Act (Wft), specifically in Article 5:2 Wft. The prospectus must contain all the information investors need to form an informed opinion regarding the issuing entity and the securities, and must be understandable and consistent. The AFM assesses and approves the prospectus before the offering commences. Furthermore, a supplement is required in the event of a material change after approval. We draft prospectuses, consult with the AFM, and ensure that liability for an incorrect or misleading prospectus remains limited.

Exemptions from the prospectus requirement

Not every issuance requires an approved prospectus. The Prospectus Regulation and the Financial Supervision Act provide for various exemptions that are of particular importance to SMEs:

• offers exclusively to qualified investors;
• offers to fewer than 150 persons per Member State (other than qualified investors);
• securities with a nominal value or minimum purchase of at least EUR 100,000 per investor;
• offers with a total value below the national exemption threshold (in the Netherlands raised to EUR 12 million since 5 June 2026, calculated over a twelve-month period).

Anyone making use of the national exemption must notify the AFM in advance, provide investors with a standardized information document, and include the statutory exemption statement. We assess which exemption applies, calculate the thresholds across all issuances within the group, and prevent the full prospectus requirement from unintentionally coming into effect. You can read more about this on our page about the prospectus requirement.

Market surveillance and market abuse

In addition to the prospectus requirement, ongoing obligations apply on capital markets. The Market Abuse Regulation (Regulation (EU) 596/2014, or MAR for short) prohibits insider trading and market manipulation and requires issuing institutions to publish price-sensitive information in a timely manner and maintain insider lists. Supervision of this lies with the AFM, which, pursuant to the Wft, can enforce compliance through directives, penalty payments, and administrative fines. Furthermore, for directors and supervisory board members, an incorrect or late notification can lead to liability. We set up internal compliance, advise on disclosure, and assist you in investigations and enforcement proceedings by the AFM.

Our approach: from corporations to the baker on the corner

Capital market law is often seen as the domain of exclusively listed giants, but a growing company issuing bonds or placing shares via an investment round is also subject to the same rules. At MKB Juristen, lawyers and in-house counsel work together in mixed teams, ensuring you gain access to both litigation skills and a practical business perspective, at transparent rates. For an international group, this means guidance during an IPO or a complex issuance; for the local baker raising capital from investors, it means accessible advice on which exemptions apply and which documentation is required. Would you like to know which obligations apply to your issuance? Please feel free to contact us to discuss the possibilities.