The capital markets in Sweden are very much dominated by equity capital markets deals and driven by public offers.
Last year firms predominantly handled rights issues and capital raisings while the Nasdaq OMX Stockholm saw little activity in terms of IPOs. One of the very few completed listings in Sweden was that of the Byggmax Group, which worked with joint bookrunners Carnergie Investment Bank and ABG Sundal Collier, but other than this "the IPO market has not been that good compared to some markets like Norway and Denmark," says one partner.
The largest rights issues were completed by Hexagon, for its $2.13 billion acquisition of the US geo-technology company Intergraph Corporation, and by Nordic company Eniro. Firms also saw a number of large capital raisings and share repurchase agreements.
The debt capital markets are traditionally small in Sweden but have received a boost subsequent to the downturn. "The crisis meant it was hard to get long term loans so bonds suddenly became attractive, but traditionally there has been no need, you can just go across the square and borrow it from the banks," says a local partner. "Companies now see that it is good to have a proportion of debt in bonds, though it will be interesting from a restructuring point of view, in the next restructuring," says the partner.
"We were waiting for the bond market to grow, it was non-existent in Sweden but now we have a domestic bond market," says another partner. The reason for the lack of a bond market, says one partner, is that "we have the Krona, a small currency, therefore it will never get the investors to create a big debt market, bonds have been picking up but from a very low level".
In this sudden development of the bond market there have been quite a few first time products. The market saw the first ever high-yield issuance, securitisations are growing in number and there has been the introduction of CoCo (contingent convertible) bonds, a new method for banks to raise capital. There has also been a lot of debt financing achieved with a combination of bank lending and bonds. This hybrid form of raising debt was used by private equity firm EQT in its acquisition of Dometic Group.
Gernandt & Danielsson
G&D is well reputed for equity capital markets work above all. "Strong in capital markets and very strong in equity capital markets," says one competitor, while another says it has "very good individuals who work very hard on transactions"....
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G&D is well reputed for equity capital markets work above all. "Strong in capital markets and very strong in equity capital markets," says one competitor, while another says it has "very good individuals who work very hard on transactions". Notably, the firm clinched the Byggmax Group IPO.
A leading domestic bank recommends the firm as one of the top five and says it has "a very skilled legal analysis capacity and good business judgement". The firm works a lot with Morgan Stanley and Nordea Bank, among others, is well versed as local counsel to international deals and has a programme of secondments with Slaughter and May and Davis Polk & Wardwell.
In recent work, Dick Lundqvist and Krister Skoog advised Eniro, the Nordic region's largest company listed on the Nasdaq OMX Stockholm, on its €274 million capital increase through a rights issue, which was fully underwritten by Danske Markets, DnB NOR Markets, Handelsbanken Capital Markets, Nordea, RBS, SEB and Swedbank.
Lundqvist and Skoog also teamed with Fredrik Palm to advise Carnegie Investment Bank and Sundal Collier as joint bookrunners and financial advisors on the €329 million IPO of Byggmax Group on the Stockholm stock exchange.
In another standout deal, Carl Westerberg and Mikael Borg advised Carnegie Investment Bank in a capital injection to the Nasdaq OMX listed oil & gas group PA Resources. The deal was done through a rights issue fully underwritten by a Carnegie led consortium and a €93 million bond issue. The firm's capital markets expertise has also been on show in the series of high profile public offers for Providence Education, Alfa Laval and Ticket Travel Group.
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Leading lawyers
Dick Lundqvist
Mannheimer Swartling
According to consensus from peers and clients, Mannheimer is currently the top all-round firm in Sweden. One competitor says the firm "have a strong corporate practice in general so they pick up a lot of the top equity deals"....
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According to consensus from peers and clients, Mannheimer is currently the top all-round firm in Sweden. One competitor says the firm "have a strong corporate practice in general so they pick up a lot of the top equity deals".
Eva Hägg is the biggest name at the firm in the equity field. One client who has used many of the top firms says "Hägg does an absolutely excellent job, I rank Mannheimer as the best firm in town, they always give quality and attention". Another client rates them top for the "quality in delivery you get from them". Senior associate Anders Linblad is often recommended by peers.
Hägg led a large team to advise the government on an accelerated book building process involving a sale of shares in Nordea Bank in February 2011 to raise €2.1 billion. The sale was part of the government's effort to reduce national debt.
Klaes Edhall advised TeliaSonera on a €1.1 billion share repurchase offer, completed in April 2011, while Hans Petersson led a team to advise Hexagon on its €714 million rights issue in order to finance part of the acquisition of the US based software provider Intergraph Corporation and subsequent to a dual listing in Sweden and Switzerland.
The debt side is led by finance partner André Andersson, who along with Mattias Lampe advised Svenska Hypotekspension on a securitisation of equity release mortgages arranged by Barclays Bank, the first such deal in the Nordic region.
In bond deals, Jan Dernestam advised Scandinavian Airlines (SAS) on bond issuance of €143 million and €75 million under its €1 billion EMTN programme and Andersson assisted Swedish Match on €170 million of buy-back bonds and a new EMTN issuance of €350 million. The firm has also advised banks and a list of other clients on similar deals.
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Leading lawyers
André Andersson
Eva Hägg
Hans Petersson
Thomas Wallinder
Vinge
Clients and peers consistently list Vinge as a clear leader in the Swedish market. "Very good firm," says a client, "they have good people and a reputation that allows them to attract the good people, they have good knowledge and know what we are looking for"....
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Clients and peers consistently list Vinge as a clear leader in the Swedish market. "Very good firm," says a client, "they have good people and a reputation that allows them to attract the good people, they have good knowledge and know what we are looking for". It is not just the quality of individuals that gets good feedback but also the breadth of the team, as another client sees size as a key advantage: "If you are not happy you can get support from the rest of the partnership, they are flexible on staffing."
In the grand scheme of things Vinge has not had the best run of things over the past year and the market notes a number of departures at the senior level, one of which saw Christoffer Saidac leave the capital markets team to join Hannes Snellman’s partnership in December 2010. The losses are generally not considered by commentators as being long lasting setbacks to the firm and there is little reason to expect any change in form, so the team continues its tenure as one of the top three in the capital markets.
The firm has a broad mix of expertise and has one of the largest debt practices in Sweden under leading lawyer Mikael Ståhl. In one standout deal in December 2010 Ståhl and Björn Gustafsson advised the Irish company Aardagh Group on a $2.4 billion Rule 144A compliant combined bond issuance and revolving credit facility, a combination of debt raising instruments which is relatively rare for the Swedish market and was all the more notable for the tough economic conditions of the time.
However, debt work looked relatively flat compared to equity, which in the past year saw rights issues, IPOs and private placements. Corporate and equity partner Göran Nyström leads the firm in this field. In October 2010, Anders Strid, Anna Björk Larsson and Emma Kero Ljungberg assisted Avanza Bank in its role as financial advisor to Artimplant on its $6 million rights issue while earlier in May 2010 Strid, Nyström, Larsson and Emil Hedberg had acted for Handelsbanken Markets as financial advisor to Geveko on its $103 million rights issue on the Nasdaq OMX Stockholm. Meanwhile in one of the few Swedish IPOs, Rikard Stenberg led a team to advise Altor 2003 Fund (owner) and Byggmax Group (issuer) on the IPO and listing on NASDAQ OMX Stockholm of Byggmax Group in June 2010.
Other notable deals had partners Henrik Borna, Sofia Olsson and Erik Sjöman work with Qlik Technologies Inc on their IPO and listing on NASDAQ OMX New York, which raised $750 million and was completed in August 2010. Sjöman in particular was kept busy and also advised Acqua Capital Management on a standby equity facility to and underwriting of a rights issue in Karo Bio in October 2010, which amounted to about $76 million, and acted on private placements for Medivir and Active Biotech
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Leading lawyers
Göran Nystöm
Mikael Ståhl
Linklaters
Based on its deal list Linklaters is plainly at the top of the market alongside Mannheimer Swartling. Over 2010/2011 Jörgen Axelsson and Fredrik Lindqvist handled some of the most complex deals, often working in the lead role alongside London and New York partners....
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Based on its deal list Linklaters is plainly at the top of the market alongside Mannheimer Swartling. Over 2010/2011 Jörgen Axelsson and Fredrik Lindqvist handled some of the most complex deals, often working in the lead role alongside London and New York partners. One peer describes the widely acclaimed Axelsson and Lindqvist as "excellent lawyers with good skills and good experience".
Locally the firm has downsized over the past years and as a consequence the Swedish office took a knock to its general reputation. But "there is not a single bad lawyer left there," says a peer. A client from a leading domestic bank says "they provide first-class advice [and] have a variety of competencies. I put a high value to their expertise, they have a good, sound and profound legal knowledge".
"Their international network is useful," says another, adding that "on the handling process, documents and working agreements, they do an immaculate job".
In one of the biggest deals in the market, Axelsson headed a cross border team to advise SEB Enskilda and Crédit Agricole CIB as underwriters on the $714 million rights issue by Hexagon, the largest equity capital raising in Sweden in 2010.
The leading pair acted for the joint lead managers and underwriters, which included SEB Bank, Handelsbanken and RBS, on the $397 million rights issue by Eniro, while Lindqvist led a deal for the underwriters on Swedish Orphan Biovitrium $95 million rights issue.
Sharing the lead with other offices, the firm advised the placing agent on Renault's $4.45 billion private placement of its entire stake in the Series B shares in Volvo and advised Morgan Stanley & Co and Handelsbanken as joint lead managers and Stockholm BNY Corporate Trustee Services as trustee on Industrivärden's issue of €550 million 1.875% convertible bonds due in 2017.
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Leading lawyers
Jörgen Axelsson
Fredrik Lindqvist
White & Case
White & Case has a strong reputation in debt capital markets especially and its US connection gives it the edge on large equity and debt deals, many of which have a US law angle. According to a leading domestic bank, the firm has "maybe the best bond coverage of all"....
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White & Case has a strong reputation in debt capital markets especially and its US connection gives it the edge on large equity and debt deals, many of which have a US law angle. According to a leading domestic bank, the firm has "maybe the best bond coverage of all".
"In IPO or equity issues you always need UK or US law advice," says a client who chooses White & Case over local firms "and when there is a local counsel and another firm sometimes you get varying opinions, but if it is one firm you get one answer". "It is a one stop shop in all things US," admits a peer, "so they can get into some very big transactions."
The firm's global head of capital markets, Finland-based Petri Haussila, boosts its reputation even in Sweden, while on the ground Jan Lombach manages a highly regarded practice. In 2010/2011 the firm also recruited Tuula Tallavaara, Martina Engström and Fredrik Stjärnström. Tallavaara in particular has quickly developed a strong name. M&A lawyers Mats Boman and Anna Sundberg also lend weight to the equity practice, while Joakim Falkner leads on many of the debt deals.
Boman and Falkner recently helped C-Rad move from its listing on the Aktietorget to the First North, and completed rights issues for C-Ras and Forestlight Studio.
Falkner was also engaged by Stadshypotek to establish a $15 billion US MTN covered bond programme with a follow-on issuance of $1 billion of 1.45% covered bonds due in 2013 and of $600 million of floating rate covered bonds due in 2013. Falkner also worked on EMTN programme updates for Stadshypotek, on its €15 billion programme, and Handelsbanken, on its $15 billion programme.
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Leading lawyers
Joakim Falkner
Jan Lombach
Cederquist
Cederquist is a well-established player in the Swedish market for all walks of corporate and finance. One of the strengths of the firm is that it wins regular mandates for both equity and debt capital markets deal....
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Cederquist is a well-established player in the Swedish market for all walks of corporate and finance. One of the strengths of the firm is that it wins regular mandates for both equity and debt capital markets deal.
All-round financing, funds and investment partner Magnus Lindstedt gets good feedback form clients. "He was very up to date with regulations, more than others," says a client who was effusive about Lindstedt's knowledge on cross-border regulations.
One of the equity capital markets deals of 2011 for Cederquist saw Wilhelm Lüning and Lindstedt lead a team to advise Millicom International Cellular, the mobile phone technology company, in the first deal where are large cap company switched its primary listing from the US to Europe. The work involved helping Millicom de-list from the Nasdaq OMX in the US, and complete a primary listing of its shares through SDRs on Nasdaq OMX Stockholm. The deal concluded in April 2011.
Unge was the firm's standard bearer on the big debt capital markets deals and in one he acted on behalf of Kommuninvest i Sverige to establish a domestic bond issuance programme, which claims significance as the first Swedish issuer of such a programme in a decade. It was launched in October 2010 and involved a group of the biggest Nordic banks.
Unge also won a good instruction from Dannemora Mineral in which he helped issue non-rated debt instruments to raise $120 million in March 2011.
In a smaller but tidy mandate, partner Tone Myhre-Jensen advised PledPharma on its listing on Nasdaq OMX First North after it was spun-off from its former parent company, Accelerator Nordic.
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Leading lawyers
Magnus Lindstedt
Wilhelm Lüning
Claude Unge
Hannes Snellman
As indicated last year, Hannes is a firm on the way up. It has a good image particularly in the equity capital markets as a young, vibrant and up-and-coming firm but it also has experience, having plucked, and continuing to do so, key established players from firms including Setterwalls, Vinge and Linklaters....
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As indicated last year, Hannes is a firm on the way up. It has a good image particularly in the equity capital markets as a young, vibrant and up-and-coming firm but it also has experience, having plucked, and continuing to do so, key established players from firms including Setterwalls, Vinge and Linklaters. The firm recently did it again, hiring partner Björn Kristiansson from Vinge in September 2010 and then partner Christoffer Saidac from Vinge in January 2011.
Commentators consistently rate Sören Lindström, Saidac and Kristiansson as the elite in equity capital markets in the country. "I like them, they are easy to work with and they worked well with the opposing side," says a client adding: "they have a great team, fairly young associates and young partners but very good". Another client likes "the attention we get, the feeling you get that they can take the deal forward, that they don't negotiate on irrelevant points".
In terms of its recent track record Hannes picked up some of the biggest public offers in the country (see M&A) as well as a string of IPO mandates and secondary offerings.
In one exemplary secondary share offering, Lindström led a large team flexing Stockholm and Helsinki muscle to advise Fiskars Group and its subsidiary Avlis on the secondary offering of its €111 million NASDAQ OMX shares in Wärtsilä Corp to an international panel of investors. The firm also worked on some of the highest profile public offers, including EQTs €250 million public offer for Academedia.
In mid-2011 Lindström and team were working on five confidential IPOs.
The firm also gets praised for its smaller debt practice. "They are the best that we use", says a debt capital markets client who also uses Cederquist, White & Case, Roschier and Ashurst. "I like the attention you get, the feeling that they can take forward the deal, they are a benefit to have in negotiations and they negotiate on the key relevant points only," says the client.
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Leading lawyers
Björn Kristiansson
Sören Lindström
Christoffer Saidac
Roschier
Roschier has continued to consolidate its presence in Sweden and it promises more growth to come. In November 2010 it promoted Johan Häger to partner, who has structured finance expertise, and in January 2011 it hired senior associate Christoffer Andersson from Mannheimer Swartling, a well highly respected finance and debt capital markets lawyer with a standing beyond his senior associate position....
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Roschier has continued to consolidate its presence in Sweden and it promises more growth to come. In November 2010 it promoted Johan Häger to partner, who has structured finance expertise, and in January 2011 it hired senior associate Christoffer Andersson from Mannheimer Swartling, a well highly respected finance and debt capital markets lawyer with a standing beyond his senior associate position.
Clients are very pleased with the firm. "They were very responsive and they are known as one of the best," says one, adding: "they are not yet the very best but they are scratching among the best".
On top of this the firm added three associates and promoted two more finance lawyers to partnership.
As well as the swelling of its ranks, which gives an indication of deal flow and of intentions, the firm has had a solid transaction record especially on the debt side, where it has profited from a market trend towards convertible bond issues.
In two such deals, Ola Åhman and recently made partner Mattias Friberg advised Novo in March 2010 on the issue by Orexo of €12 million in convertible bonds to Novo Denmark, which was coordinated with a secondary acquisition in Orexo by Novo. The pair worked alongside global counsel Latham & Watkins. In a second deal, the pair advised Novo on the combined directed new issues by Aerocrine of €12 million in convertible bond and €12 million of new shares to Novo, completed in October 2010.
In a show of the firm's regional capacity, which gives it an edge when the local market is sluggish as has been the case on the equity side, Stockholm partner Marcus Héden led a team to advise joint global coordinators Sundal Collier Norge and Citigroup Global Markets on the €570 million listing by Statoil Fuel & Retail on the Oslo Stock Exchange.
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Leading lawyers
Ola Åhman
Delphi
After four years at Delphi former White & Case partner Clas Romander has steered a steady course for the firm in the capital markets, helping it play a hand in three small-to-medium IPOs that made it to market in 2010-2011 and in advising one of the two Swedish exchanges: NGM Stock Exchange.In February 2011 the firm found a new partner in Marcus Nivinger, who joined from Latham & Watkins London, and before that Gernandt & Danielsson....
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After four years at Delphi former White & Case partner Clas Romander has steered a steady course for the firm in the capital markets, helping it play a hand in three small-to-medium IPOs that made it to market in 2010-2011 and in advising one of the two Swedish exchanges: NGM Stock Exchange.
In February 2011 the firm found a new partner in Marcus Nivinger, who joined from Latham & Watkins London, and before that Gernandt & Danielsson. The firm's stronger card is on the equity side.
Delphi had a number of interesting mandates on its books in mid-2011 including various public offers and secondary listings. In one case, Anders Björk and Romander were advising IBS on a €44 million rights issue to existing shareholders, and guaranteed by its largest shareholder Deccan Value. The issue compliments a parallel multicurrency revolving credit facility from a syndicate of local banks.
In other work, Romander assisted Alpcot Agro on a €35 million rights issue with shares listed on the NASDAQ OMX Stockholm. On the IPO side, in November 2010 Vilhelm Nyström acted for Isconova on its €9 million listing on the OMX First North. New recruit Nivinger advised Index Pharmaceuticals on several private placements.
Erica Johansson also plays a notable role for the firm in capital markets, especially with UCITs funds, investment and hedge funds and on derivative transactions.
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Leading lawyers
Clas Romander
Lindahl
Lindahl has made a huge effort in the last 12 months and it is by no means a firm to be overlooked. Indeed, market opinion suggests it is on the way up....
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Lindahl has made a huge effort in the last 12 months and it is by no means a firm to be overlooked. Indeed, market opinion suggests it is on the way up.
Clients also like the firm. One client who often instructs the tier one firms interviewed eight of the top players for a public listing deal and finally went with Lindahl. "The combination of price and expertise," says the client, "they have a life sciences practice and show real interest in the work".
Former Mannheimer Swartling lawyer Annika Andersson was recruited in 2010 and took the department's reins shortly before the hire of Linkaters partner Peter Högström in May 2010. As an indication of the level at which Lindahl punches, Högström was a managing partner at Linklaters between 2007-09 and head of its M&A team.
Andersson is "extremely technically strong, pro-active and thinks ahead," says a client.
In 2010-11 the firm also hired three associates along with senior counsel Johan Hammarberg from a Swedish investment bank and senior associate Anders Moberg from US firm Milbank Tweed. All in all the hires give a boost to its cross border profile.
Along with the hires the firm won over new clients Health Partner and pharmaceutical company Moberg Derma and bagged some big mandates.
In one mandate which also drew on the firm's strong life sciences expertise Andersson was instructed by Moberg Derma to advise on its contemplated listing on the Nasdaq OMX Stockholm. The work included due diligence and putting together the prospectus and was made public, before being withdrawn in December 2010 due to the unpredictable market conditions.
In early 2010 Andersson has also led the firm to act for listed real estate company Sagax on a €27 million rights issue of preference shares, which was combined with an €11 million shoe in option.
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Leading lawyers
Annika Andersson
Peter Högström
Setterwalls
Setterwalls is a good bet in the equity capital markets field and trades on a long standing brand in the Swedish market. In the past 12 months it took advantage of small windows to help clients come to market....
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Setterwalls is a good bet in the equity capital markets field and trades on a long standing brand in the Swedish market. In the past 12 months it took advantage of small windows to help clients come to market.
In one such deal, the firm advised mid-cap utilities company Arise Windpower on its listing in early 2010, which marked the first Swedish IPO on the Nasdaq OMX Stockholm of the year. Arise also completed an oversubscribed issue of €60 million in shares, which gave a total market value to the listing of €191 million and drew out institutional investors including Nordea.
Anders Holmgren also advised FinnvedenBulten on its listing on the Nasdaq OMX Stockholm, which started trading in May 2011.
In other deals, Åke Fors led a team to help HQ Bank structure a €109 million guaranteed rights issue to raise funds, but the issue was abandoned when the authorities withdrew the bank's license.
Despite the difficult market conditions, partner Jonas Frii, who had advised on the Arise IPO, closed a good all round deal in February 2011 for a group of foreign investors in SurfKitchen Inc, the UK mobile shell developer, in relation to the disposal of investments to the listed company Teleca.
The firm also regularly advises Sweden's second stock exchange NGM (Nordic Growth Market) Exchange on market surveillance activities.
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Leading lawyers
Kristina Einarsson
Wistrand
Wistrand does not have a capital markets department per se but its M&A team handles equity capital markets matters while its banking and finance department takes on debt capital markets mandates.Recent examples of work, to give a flavour of the firm's activity in the capital markets of late, saw Monica Petersson and Ulf Forsman advise the arranger and the dealers on the Swedish law matters of Swedbank Mortgage's 144 A Programme for covered bonds geared to the US market....
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Wistrand does not have a capital markets department per se but its M&A team handles equity capital markets matters while its banking and finance department takes on debt capital markets mandates.
Recent examples of work, to give a flavour of the firm's activity in the capital markets of late, saw Monica Petersson and Ulf Forsman advise the arranger and the dealers on the Swedish law matters of Swedbank Mortgage's 144 A Programme for covered bonds geared to the US market.
One client for a debt issuance programme was very happy with Petersson and Forsman saying they were "both very competent and perfectly fit to handle complicated matters... I would definitely use them again".
The firm has carved out a niche in regulatory work and continued to receive a trickle of mandates from banks to advise on regulatory developments, especially regarding hybrid debt (tier 1) regulations. It also has a buzzing derivatives advisory practice which supports clients including Akademiska Hus and Landshypotek.
The firm offers equity markets expertise through its Stockholm based lawyers Niklas Larsson and Erik Hygrell.
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Leading lawyers
Monica Petersson
Baker & McKenzie
Baker & McKenzie is best known in the market for M&A, corporate and private equity work, especially with a cross-border angle. In its representation of corporate clients it also has the fortune to pick up some good capital markets mandates....
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Baker & McKenzie is best known in the market for M&A, corporate and private equity work, especially with a cross-border angle. In its representation of corporate clients it also has the fortune to pick up some good capital markets mandates.
In one such deal, Sten Bauer led a team to advise CapMan and MQ Holding on the listing in June 2010 of MQ Holding on the Nasdaq OMX Stockholm exchange for a value of €55 million. The deal was one of the few listings since the crisis and involved SEB Enskilda, Carnegie and KPMG.
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Other notable - Gärde Wesslau
Henrik Karlström, who joined the firm in January 2011, heads the Company and Capital Markets Law department at the firm. With the relatively new hire the firm deepened its expertise in securities law....
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Henrik Karlström, who joined the firm in January 2011, heads the Company and Capital Markets Law department at the firm. With the relatively new hire the firm deepened its expertise in securities law.
The capital markets expertise will primarily work as an added value service to the firm's core services of corporate, corporate finance, company, M&A and contract law.
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Other notable - Kilpatrick Townsend & Stockton
Erik Nerpin heads the capital markets department at Kilpatrick. He joined the firm in 2007 from Linklaters and has a niche speciality in the oil and gas sector, which wins the firm mandates from energy, oil, mining and gas clients across the corporate spectrum....
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Erik Nerpin heads the capital markets department at Kilpatrick. He joined the firm in 2007 from Linklaters and has a niche speciality in the oil and gas sector, which wins the firm mandates from energy, oil, mining and gas clients across the corporate spectrum.
Between May 2010 and mid-2011 the firm worked on a number of equity capital markets deals which show off its strength. In one mandate, Nerpin and Cecilia Lohmander advised Dannemora Mineral on a private placement of shares worth €16 million, which was completed in April 2011.
The pair, also in April 2011, represented Alpcot Agro on a €35 million rights issue.
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