The capital markets represent the ultimate arena for corporate growth, providing access to transformative financing opportunities. Successfully navigating these markets—whether through a landmark Initial Public Offering (IPO) on the Georgian Stock Exchange, a sophisticated private placement to institutional investors, or a strategic corporate bond issuance—is a pivotal event for any ambitious company. However, this journey is governed by an intricate and unforgiving body of securities laws and regulations, primarily the Georgian Law on Securities Market and directives from the National Bank of Georgia (NBG). A single misstep in disclosure documentation, compliance procedures, or transaction execution can lead to a failed offering, costly investor litigation, and severe penalties from regulators, jeopardizing both capital and reputation. Legal Sandbox provides premier securities and capital markets legal services, acting as the lead architects and trusted navigators for companies seeking to raise capital effectively and compliantly in Georgia's public or private markets.
This specialized service is essential for companies at critical growth stages contemplating accessing capital markets, for investment banks acting as underwriters or placement agents, and for institutional investors evaluating participation in offerings. Whether you are a mature company preparing for the rigorous process of going public via an IPO, a growth-stage startup executing a large-scale private placement to venture capital or private equity funds, or an established enterprise planning to issue corporate bonds to finance expansion or refinance debt, our expert counsel is a critical component for structuring and executing a successful, legally sound transaction.
Our practice offers comprehensive legal support across the entire spectrum of capital markets activities. For Securities Offerings and Transaction Execution, we provide end-to-end legal management. In IPOs, we guide clients through the entire journey: from pre-listing corporate structuring and governance enhancements to drafting the legally mandated securities prospectus, managing the complex NBG approval process, coordinating with underwriters and auditors, and advising the board through the critical closing stages. For private capital raising, we structure and execute private placements, meticulously preparing the Private Placement Memorandum (PPM) or other offering documents and negotiating subscription agreements with sophisticated investors. For debt financing, we are experts in managing bond issuances, drafting trust indentures or bond prospectuses, and ensuring full compliance with all NBG and market regulations.
Maintaining Securities Law Compliance and robust Corporate Governance is paramount for companies with publicly traded securities or those aspiring to list. Legal Sandbox provides sophisticated counsel on continuous adherence to the Georgian Law on Securities Market and NBG regulations. This includes advising on periodic disclosure requirements (annual and semi-annual reports), navigating the complex rules governing insider trading and market abuse, and ensuring corporate communications meet regulatory standards. We provide proactive training for boards of directors and senior management to instill a culture of absolute compliance. Furthermore, should disputes or regulatory scrutiny arise, we offer formidable Securities Litigation and Regulatory Enforcement representation. We defend companies and directors against shareholder claims related to offerings and represent clients during NBG investigations, skillfully navigating inquiries and protecting interests with strategic advocacy.