Our London office at Holborn Gate, 330 High Holborn, London, WC1V 7QH, advises issuers, sponsors, underwriters, institutional investors and boards on capital markets transactions and related disputes in England and Wales. Successful navigation of listing, secondary issuance and debt raising requires a coordinated approach to regulatory compliance, transaction documentation and dispute preparedness.

Transactional practice: listings, equity and debt

We advise on the full lifecycle of capital markets transactions: initial public offerings (IPOs), follow-on equity issues, private placements, public and private bond issuances, convertible securities and restructurings. Core transactional work includes:

• Structuring the offering to meet listing and prospectus requirements;
• Drafting and negotiating underwriting and placement documentation;
• Corporate governance, sponsor and director responsibilities for listed entities;
• Cross-border considerations for issuers and investors, including disclosure and tax interaction; and
• Coordination with exchanges, registrars and trustees for debt instruments.

Regulatory and compliance issues

Regulatory compliance is often decisive for both transactions and disputes. Typical areas of focus are prospectus and disclosure obligations, market abuse and insider dealing rules, ongoing disclosure under listing rules, and sanctions/AML checks for investors. We help clients anticipate regulator inquiries and design compliance frameworks that can withstand scrutiny from the Financial Conduct Authority (FCA) and market counterparties.

Disputes, enforcement and alternative dispute resolution

When disputes arise they frequently combine regulatory and private law elements: allegations of market abuse, contractual claims against underwriters or advisers, shareholder claims challenging listings or related-party transactions, bondholder enforcement, and insolvency-related litigation. Remedies include injunctions, damages, rectification of registers, regulatory sanctions and enforcement by the FCA. Options for resolution include:

• Court proceedings in the Senior Courts of England and Wales;
• Arbitration (including institutional seats in London) and expert determination;
• Expert committees and negotiated restructurings to preserve value for creditors and investors.

Practical checklist: preparing for a capital markets transaction or dispute

1. Pre-transaction due diligence: review corporate records, material contracts, group structure and regulatory history.
2. Disclosure mapping: identify material information and prepare a clearance process for prospectus or offering documents.
3. Governance readiness: confirm board minutes, approvals and authorisations for the transaction.
4. Market conduct controls: implement insider lists, Chinese walls and staff training on market abuse obligations.
5. Contractual protections: negotiate representations, warranties, indemnities and limit liability exposure in engagement letters and underwriting agreements.
6. Dispute preparedness: maintain contemporaneous records, preserve documents and consider dispute resolution clauses and choice of law/seat.

Jurisdiction and sources

Key primary sources and regulators in England and Wales include:

• Financial Conduct Authority (FCA) — FCA Handbook and Listing Rules;
• London Stock Exchange — admission and disclosure guidance;
• Companies House — company filings and register;
• Financial Services and Markets Act 2000 (FSMA) and retained Market Abuse Regulation materials;
• London Court of International Arbitration (LCIA) — arbitration rules and practice for London-seated disputes.

General information only; not legal advice and not a substitute for advice on a particular matter.