Capital Markets and Financial Regulated Activities

Alliance Law has a strong reputation in the field of capital markets, from advising and representing major multinational and local investors on IPOs, secondary market transactions, capital restructuring, to establishing and licensing investment funds.

Practice Areas

Capital Markets and Financial Regulated Activities

Alliance Law has a strong track record in the field of Capital Markets and Financial Regulated Activities, from representing major multinational and local investors on IPOs, MTOs, secondary market transactions, and capital restructuring, to establishing and licensing regulated entities and investment funds. This includes licensing and advising the sectors of Financial Services, Insurance, Microfinance, Financial Leasing, Mortgage and Consumer Finance.

Our team offers comprehensive representation in relation to FRA investigations, insider trading settlements, market abuse, and other non-compliance with the FRA regulations. We advise on complex issues such as securitization, factoring, block trading transactions, and Global Depositary Receipts (GDRs).

As part of our capital market practice, the team has been advising venture capital funds and uprising start-ups in the region and cross-border on structuring their equity fundraising rounds. We guide clients through pre-seed, seed financing, later-stage growth financing, and scale-building, culminating in exits via M&A or IPOs.

Alliance Law’s Capital Market and Financial Regulated Activities team has been involved in shaping Egypt’s financial regulatory landscape, as the team has influenced key legal frameworks issued by the Financial Regulatory Authority (FRA), by actively engaging with regulators and stakeholders, advocating for the simplification of complex laws and amendments, and regulating new financial solutions. This engagement has positioned the Capital Market team as a key player in the evolving financial and capital markets scene in Egypt.

Services & Expertise

Initial Public Offerings (IPOs) and De-listing

Advising clients on restructuring their business in preparation for publicly listing their companies. This includes assisting clients to achieve the listing requirements and drafting the public offering prospectus until successfully being approved by the regulator and offered to the market. The firm has worked closely with issuers, main shareholders and underwriters in number of Egypt’s recent successful IPOs. The firm further  assist on the voluntary and mandatory de-listing.

Tender Offers

We provide all necessary legal assistance regarding submitting voluntary and mandatory tender offers (VTOs and MTOs). Our services also include pre-transaction assessments regarding the applicability of the MTO rules as well as successfully obtaining MTO exemptions for eligible transactions.

Private Placement and Secondary Offerings

The firm advises on the full spectrum of secondary transactions for public and private companies. This includes obtaining approvals for block trade, secondary offerings and private equity transactions. Our role covers all regulatory pre-approvals and certain applicable exemptions (e.g. cash exemptions, in addition to structuring private placement transactions.

Regulated Entities Licensing

The firm has advised several local and multi-national entities on the establishment and licensing of regulated non-banking financial institutions NBFIs) engaged in insurance activities, microfinance, consumer finance, mortgage financing, securities brokerage, investment funds and  asset management. 

Listing Compliance and Market Disclosures

Advice publicly listed companies to comply with the listing rules, assist clients to be up to date with the listing new requirements.  The firm further advises listed companies on their disclosure obligations to the market and conduct the necessary assessments. We have successfully represented different clients in investigations related to inside trading, market abuse and other capital market violations.  

Regulatory Compliance (Insurance, Financing Companies)

Our firm has a strong track record in advising NBFIs on their regulatory compliance, this includes companies engaged in insurance activities, microfinance, consumer finance, mortgage financing, securities brokerage, investment funds and  asset management. This includes assisting companies in complying with the structure and governance rules as defined and updated by the FRA from time to time.

Private Equity and Investment Funds

Advise clients on setting up regulated and non-regulated private equity funds in different jurisdictions. Also, the firm advised on various types of funds such as LP/GP structured funds, open-ended and close-ended funds.   Our role included assisting on drafting the funds limited partnership agreements, subscription agreements, fund memorandum and prospectus.

Series Equity Financing and Venture Capital

We provide comprehensive legal support for equity financing rounds transactions, advising start-ups, investors, and institutional clients on fundraising rounds in the region and cross borders, including pre-seed rounds up until the exit. This includes setting up the fundraising vehicles and drafting the round documents including convertibles  (SAFEs and KISS notes), subscription, voting, ROFR, Co-Sale agreements.  

Transactional Highlights:

  • Advising Titan International on submitting a mandatory tendering offer for acquiring 11 % of Alexandria Portland Cement Company with a value of EGP 300 Million.
  • Establishing the first investment charity fund in Egypt under the name of “Egyptian Sports Fund” to support Olympic sport contestants with a value of EGP 250 Million.
  • Advising a multinational company on restructuring the ownership of its assets for a value of EGP 450 Million.
  • Advising various investors on structuring on/offshore investment funds.
  • Horizontal spin – off to 2 listed companies for a multinational company in the field of construction.
  • Secured financial settlement for various major capital market violations for international and local investors.
  • Advising Multinationals and major local investors on setting up & licensing financial non-banking companies regulated by the Financial Regulatory Authority.
  • Advising ICON Egypt on submitting a mandatory tendering offer for acquiring 70% of Acrow’s capital through a hybrid offer for a value of EGP 700 Million.
  • Advising several minority shareholders on the acquisition of CI Capital for a value of EGP 200 Million.