Syndicate Legal Advisory Services prepares the complete legal documentation package required to admit a company’s shares to trading on the BME Spanish Exchanges — the Spanish Stock Exchange’s regulated market, BME Growth, or BME Scaleup. Working alongside the company’s management, the Registered Advisor for a BME Growth or BME Scaleup admission (or the financial adviser and placement agent for a regulated-market listing), the liquidity provider, independent auditors, and the company’s Iberclear participant and paying agent, we draft, assemble, and organize every document the CNMV, the exchange governing companies, and BME require — for an initial public offering in Spain, a direct listing, a dual listing by a company already listed in the United States, or a transfer from BME Growth or BME Scaleup to the regulated market — so the application is submitted complete, internally consistent, and ready for review.
Scope of work includes:
Pre-application and market analysis — written assessment of which BME market fits the company’s objectives (the regulated market for a full listing with institutional reach and index eligibility, BME Growth for a growth company seeking an SME growth market, BME Scaleup for an earlier-stage company, or the Pre-Market Environment as a preparation stage), the company’s position against each market’s admission requirements (operating history, financial-information and accounting-standard requirements, free float and minimum capitalization of the free float, and Registered Advisor and liquidity-provider engagement), the CNMV’s requirements for foreign issuers, and the suitability of the Latibex segment where the company’s operations are in Latin America, with a gap memo identifying the achievable market and what must be addressed before filing.
Admission application package — for the regulated market, preparation of the application for verification of admission requirements to the CNMV and the applications for admission to trading to the governing companies of the exchanges, the issuer’s declarations and undertakings, the audited financial statements and the auditor’s reports in the required form, the free-float and distribution confirmations, and all supporting exhibits; for BME Growth or BME Scaleup, the application for incorporation to the market, the Registered Advisor’s appointment and declarations, the liquidity-provider agreement, the Information Document for Incorporation to the Market (DIIM) where no prospectus is required, and the market’s required undertakings; in both cases, the Iberclear registration and securities-identification confirmations.
Prospectus or information document — for admission to the regulated market or a public offering, drafting and coordination of the prospectus under the EU Prospectus Regulation (including the EU Growth prospectus where available) for approval by the CNMV, with the Spanish-language summary and passporting notifications for offers in other EEA states; for BME Growth or BME Scaleup, the information document reviewed by the market and the Registered Advisor; and the documentation establishing that a prospectus exemption applies for a dual listing with no public offer.
U.S. securities law coordination — Regulation S structuring for any Spanish or EEA placement, confirmation that the admission creates no new Securities Act or Exchange Act registration obligation, conforming disclosure in the company’s U.S. periodic reports, and reconciliation of the Spanish and U.S. disclosure timetables so that one event is announced consistently in both markets.
Corporate governance and constitutional documents — board and shareholder resolutions authorizing the admission and any offering; charter or bylaw amendments the chosen market or the CNMV requires of a foreign issuer; the corporate governance documentation against the CNMV’s Good Governance Code (which applies on a comply-or-explain basis to Spanish listed companies, with the home-country equivalent for a foreign issuer where permitted); board committee charters and independent director documentation; and, for regulated-market companies, the annual corporate governance report and annual remuneration report in the CNMV’s required form.
Market abuse, transparency, and takeover compliance — inside-information disclosure procedures and the CNMV’s “privileged information” and “other relevant information” notification regime, insider lists, persons-discharging-managerial-responsibilities dealing policies and notification templates, and closed-period controls under the EU Market Abuse Regulation; significant-holdings notification procedures under the Spanish Securities Markets and Investment Services Law; the Spanish takeover regime and its application to a foreign issuer; the internal code of conduct Spanish listed companies maintain; and integration with the company’s U.S. Regulation FD, Section 16, and Schedule 13D/13G procedures.
Settlement, registrar, and paying-agent documentation — Iberclear book-entry registration (including the arrangements for a foreign company’s shares through an Iberclear link or participant), the paying-agent and Iberclear-participant appointments, and the mechanism for transferring shares between DTC and Iberclear for a dual-listed company.
Exchange and regulator correspondence — preparation of responses to CNMV comments on the prospectus and the admission verification, the exchange governing companies’ and BME’s admission queries, and the Registered Advisor’s, financial adviser’s, or placement agent’s due-diligence requests.
Post-admission compliance toolkit — a calendar and template set covering ongoing obligations by market: annual and half-year financial reports (and quarterly reporting where required) under the Spanish transparency regime, MAR disclosure through the CNMV’s notification system, the annual corporate governance and remuneration reports, BME Growth’s and BME Scaleup’s periodic-information and Registered Advisor requirements, continued-admission monitoring, and the interaction with the company’s U.S. reporting calendar, delivered at closing.
Deliverable: a fully assembled, indexed admission binder (electronic and hard copy) with a filing checklist mapped to the CNMV’s and the market’s application requirements, and a reviewer-ready version of each document for execution by the company’s officers.
Engagement structure: flat-fee document preparation, scoped by market (regulated market, BME Growth, or BME Scaleup) and route (Spanish IPO, direct listing, dual listing, or growth-market-to-regulated-market transfer), with milestone billing tied to the pre-application memo, draft package, prospectus or information-document approval, and admission.