CMS Expert Guide to International ECM Listings

Equity markets offer exciting opportunities for businesses to raise capital, but with different markets in different jurisdictions providing access to different investors, companies need to consider carefully which market will offer the best access to those investors who are most likely to support the company, both on its initial listing and going forward.

The processes for accessing the markets can be onerous. When looking at IPO options companies must factor in the many compliance requirements they will be subject to, both in respect of the IPO and any continuing obligations. To help companies navigate the complex web of applicable rules and requirements, our expert ECM teams have prepared this CMS Expert Guide to International ECM Listings looking at the key eligibility criteria, listing process requirements and continuing obligations across multiple key markets.

In most jurisdictions, the rules applicable to a company seeking a listing and subsequently once a company is listed are mostly found in legislation and the rules of the relevant market itself. This CMS Expert Guide pulls together the relevant legal requirements with those of the applicable market to give an overview of the listing criteria and continuing obligations for commercial (trading) companies. It does not address the requirements for investment funds and collective investment schemes, which are often subject to separate requirements tailored to their circumstances.

A section on the United States summarises the key US securities laws which may apply if a company seeking a listing outside the US also looks to access US investors as part of the IPO or capital raise.  It does not address the requirements for a listing in the US.

This Expert Guide also summarises when a prospectus is required and the principal exemptions available in each jurisdiction in order to facilitate the private placement of equity securities. It is intended as a general guide only and is not to be taken as legal advice or an exhaustive statement of the applicable laws. If you require specific legal advice in relation to any proposed private placement of equity securities, please contact your usual CMS contact or the partners whose details are set out within each country section. They would be happy to provide further detail and commentary on the requirements for their jurisdiction.

A glossary of key terms is also available via the drop-down menu.