Dr. Veronika Montes

Prior to joining Morgan Lewis, Veronika worked in the German offices of international law firms. She has advised corporates and investors on numerous IPOs, capital increases, ABBs, and block trades. Her advice on these matters encompasses not only the issuance and offering phases, but also the pre-IPO stage (i.e., legal form changes, capital markets readiness advice, implementation of governance structures, and remuneration schemes) and post-IPO/listing phase (including capital markets compliance, corporate governance, and general board and disclosure advice). She also represents issuers, including those with securities, e.g., ADSs or ADRs, listed outside the European Union, on (virtual) stock option programs, restricted stock unit (RSU) programs, and other short- and long-term incentive programs as well as governance matters.

Veronika advises on public M&A transactions, including recently advising a bidder on the public takeover offer for a German SDAX company. Additionally, her M&A practice includes private equity transactions. She advises clients on all matters of German stock corporation law and securities and listing laws. With respect to ESG, she counsels her clients on the impact and application of the European Corporate Sustainability Reporting Directive, the Taxonomy Regulation, and the Sustainable Finance Disclosure Regulation. She complements her practice by representing clients in bank and financial regulatory matters. Veronika speaks German, English, and French.

• TVM Capital Healthcare on (i) its initial investment and (ii) co-investment in neurocare group AG
• KME Group on the De-SPAC transaction for Cunova’s Special Product Business
• Spark Networks SE on capital markets and corporate matters in connection with its StaRUG procedure
• Various investors in connection with of the form change into a stock corporation and/or SE and IPO preparatory measures of their investment company
• Various multinational corporations on compliance with EU ESG laws and their disclosure and reporting obligations
• European Diversified Infrastructure Fund II, an investment fund managed by Igneo Infrastructure Partners, on the sale of an indirect equity stake of approximately 6.8% in MVV Energie AG (MVV) to an entity owned by Versicherungskammer Bayern Versicherungsanstalt
• Swoctem GmbH as bidder on the public takeover offer to all shareholders of Klöckner & Co. SE
• SAP SE in connection with the sale of its stake in Qualtrics International Inc.*
• German thyssenkrupp Steel Europe on the preparation of carve-out, spinoff, and listing options*
• Various issuers (including German DAX companies) on disclosure issues, MAR matters (ad hoc publicity, directors’ dealings, market sounding etc.), voting rights, general disclosure, and publicity matters*
• Various listed companies on the structuring, implementation, and settlement of remuneration programs for board members and employees, including stock option plans, RSUs, phantom stocks, rollover of remuneration programs of a nonlisted company into a listed company, or in case of a change of legal form*
• Compliance trainings for US RELX Group/LexisNexis subsidiaries in Germany, Australia, and Switzerland*
• Clients on disclosure in connection with bond offerings*
• A bank on different share buybacks*
• A bank on an over-the-counter (OTC) derivative transaction*
• smava GmbH on the purchase of FFG Finanzcheck from Hellman & Frieman and the investment by Hellman & Friedman*
• clearvise AG on the private placement of shares to institutional investors*
• clearvise AG on its rights offering*
• CompuGroup Medical SE on the change in legal form into an SE & Co. KGaA*
• Marley Spoon AG on a venture debt financing by Western Technology Investment (WTI), a combined equity and debt capital investment by Woolworths group, the investment of Union Square Ventures, and several private placements of shares to institutional investors*
• Bayer AG on its rights offering in connection with the Monsanto takeover*
• HelloFresh on its IPO*
• Delivery Hero on its IPO*
• Lone Star on the takeover of ISARIA Wohnbau (public takeover and delisting offer)*
• LEG Immobilien on the placement of corporate bonds*
• Shareholders and listed companies in connection with ABBs*
• Various listed issuers on capital increases under exclusion of subscription rights*
• Listed issuer on a public share buyback offer and redemption of shares*

*Denotes previous firm experience