Practice Overview
The capital markets in Nepal primarily consist of the equity and debt markets, with the Nepal Stock Exchange (NEPSE) as the country’s sole stock exchange. It has facilitated the trading of securities and promoting investment opportunities.
The legal framework governing capital markets in Nepal is primarily based on the Securities Act, 2063 (2007) and various regulations issued by the Securities Board of Nepal (SEBON). The market is predominantly dominated by banking and financial institutions, with limited participation from other sectors. Our team has extensive experience in handling various types of debt offerings, including corporate bonds, government securities, and structured debt instruments.
There is an increasing need for specialized legal services to navigate the complex regulatory landscape and assist market participants in their capital raising and investment activities.
The Prime Factor
Prime Law Associates has the capabilities, expertise & effectiveness to assist Companies in the Capital Markets Industry.
Capital Markets & Securities Lawyer in Nepal
Our Services
IPOs are the process of offering shares of a private company to the public for the first time. Companies use IPOs to raise capital for expansion, pay off debt, or fund other initiatives. The process involves extensive preparation, including financial audits, regulatory filings, and marketing to potential investors. Investment banks underwrite IPOs, helping companies determine share prices and facilitate the sale. Going public through an IPO can provide significant capital and increased visibility, but it also comes with new responsibilities, such as shareholder accountability and regulatory compliance. IPOs can be risky for investors, as newly public companies may be volatile.
Debt securities are financial instruments that represent borrowed money which must be repaid, with interest, by the issuer. Common types include bonds, notes, and certificates of deposit. Governments, corporations, and financial institutions issue debt securities to raise capital. These instruments have a fixed term and usually offer regular interest payments, known as coupons. At maturity, the principal amount is repaid to the investor. Debt securities vary in risk and return, with government bonds generally considered safer than corporate bonds.
Mergers and acquisitions (M&A) involving publicly traded companies are complex transactions that can significantly impact stock markets. These deals involve one company acquiring another or two companies combining to form a new entity. M&A can be friendly or hostile, paid for with cash, stock, or a combination. Motivations include gaining market share, accessing new technologies, or achieving economies of scale. The process involves due diligence, negotiations, shareholder approvals, and regulatory clearances. Listed company M&A often results in stock price fluctuations and can face scrutiny from regulators and shareholders. Successful M&A can create value, while unsuccessful deals can destroy it.
Corporate governance advisory services help organizations establish and maintain effective leadership structures and decision-making processes. Advisors assist boards of directors and management in developing policies, procedures, and practices that promote transparency, accountability, and ethical behavior. Key areas include board composition, executive compensation, risk management, and shareholder rights. Advisors may conduct assessments, recommend improvements, and provide training on best practices. They help companies comply with regulations, industry standards, and investor expectations.
Litigation and dispute resolution encompass various methods for resolving conflicts between parties. Litigation involves taking legal action through the court system, where a judge or jury decides the outcome. It can be time-consuming and costly but may be necessary for complex cases or when other methods fail. Alternative dispute resolution (ADR) methods include mediation, where a neutral third party facilitates negotiations, and arbitration, where an arbitrator makes a binding decision. These alternatives are often faster and less expensive than litigation.
Cross-border capital markets involve the flow of financial assets and capital between different countries. This includes international stock and bond offerings, cross-listing of securities on foreign exchanges, and global depositary receipts. These markets allow companies to access a wider pool of investors and capital, while investors can diversify their portfolios globally. However, cross-border transactions face challenges such as currency fluctuations, differing regulatory requirements, and geopolitical risks. Investment banks and law firms specializing in international finance play crucial roles in facilitating these transactions.
Securities compliance and advisory services help companies navigate the complex regulatory landscape governing the issuance and trading of securities. This includes ensuring compliance with securities laws, stock exchange rules, and regulatory agency requirements. Advisors assist with preparing and filing required documents, such as registration statements and periodic reports. They also help develop internal policies and procedures to prevent violations. Key areas include insider trading prevention, disclosure obligations, and corporate governance standards. Compliance failures can result in severe penalties and reputational damage.
Our Experience
- Represented issuers and underwriters in multiple debt securities offerings
- Assisted listed companies with ongoing compliance and regulatory matters
- Advised on several high-profile mergers and acquisitions involving listed companies in Nepal
- Represented clients in securities-related litigation and regulatory enforcement actions
- Provided corporate governance advisory services to boards of directors of listed companies
- Assisted market intermediaries with licensing, compliance, and regulatory matters