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A Placement Agreement outlines the terms under which investment banks or financial institutions will help companies sell their securities to investors in the German market. It's the key contract that establishes how new stocks, bonds, or other financial instruments will be distributed to the public or private investors.

Under German securities law (Wertpapierhandelsgesetz), these agreements must specify crucial details like placement fees, marketing responsibilities, and risk allocation between parties. Financial institutions commonly use them for both initial public offerings and private placements, working within BaFin's regulatory framework to ensure proper market conduct and investor protection.

Companies need a Placement Agreement when raising capital through new securities offerings in Germany. This becomes essential during IPOs, bond issuances, or private placements where you're partnering with investment banks to distribute your securities to investors.

The timing typically aligns with your capital raising strategy and market conditions. German regulators require these agreements before any securities marketing begins, so prepare it early in your offering process. Investment banks usually initiate discussions about placement terms 3-6 months before the planned offering date, allowing time for BaFin review and investor outreach preparation.

• Staffing Agency Contract With Client: Used for temporary staffing placements, focusing on short-term workforce solutions and liability distribution.
• Recruiting Agency Contract: Covers permanent placement services with performance metrics and success fees.
• Recruitment Service Agreement: Comprehensive agreement for ongoing recruitment partnerships, including exclusivity terms and volume-based pricing.
• Employment Agency Contract With Client: Specialized for executive search and high-level placements with detailed candidate requirements.

• Investment Banks: Lead the placement process, draft initial agreements, and coordinate securities distribution to investors under BaFin oversight.
• Corporate Issuers: Companies seeking to raise capital through securities offerings, responsible for providing accurate information and meeting disclosure requirements.
• Legal Counsel: Both in-house and external lawyers who review and negotiate terms, ensure compliance with German securities laws.
• Financial Regulators: BaFin officials who oversee the placement process and enforce securities regulations.
• Institutional Investors: Major buyers of placed securities, often requiring specific placement terms and documentation.

• Company Details: Gather complete legal entity information, registration numbers, and authorized representatives' details.
• Securities Information: Document the type, volume, and pricing structure of securities being placed.
• Timeline Planning: Map out key dates for regulatory filings, marketing periods, and closing requirements.
• Fee Structure: Define placement fees, commissions, and expense allocations clearly.
• Risk Assessment: Identify market risks, regulatory requirements, and necessary compliance measures under German law.
• Platform Assistance: Use our automated system to generate a legally-sound Placement Agreement that includes all mandatory elements and minimizes drafting errors.

• Party Identification: Full legal names, addresses, and registration details of placement agents and issuers.
• Securities Description: Detailed specifications of the financial instruments being placed, including type, volume, and price.
• Placement Terms: Clear outline of distribution methods, marketing restrictions, and target investor groups.
• Fee Structure: Comprehensive breakdown of commissions, expenses, and payment terms.
• Risk Allocation: Clear distribution of responsibilities and liabilities between parties under German securities law.
• Regulatory Compliance: Specific references to BaFin requirements and relevant securities regulations.
• Termination Rights: Conditions for agreement termination and force majeure provisions.

A Placement Agreement differs significantly from a Bond Issuance Agreement in several key aspects, though both are used in German securities markets. While Placement Agreements focus on the distribution relationship between issuers and placement agents, Bond Issuance Agreements specifically govern the terms of the bonds themselves.

• Scope of Coverage: Placement Agreements cover multiple security types and distribution methods, while Bond Issuance Agreements exclusively detail bond terms and conditions.
• Party Structure: Placement Agreements primarily involve issuers and placement agents, whereas Bond Issuance Agreements include trustees and bondholders.
• Regulatory Focus: Placement Agreements emphasize marketing and distribution compliance under BaFin rules, while Bond Issuance Agreements concentrate on debt obligation terms.
• Timing: Placement Agreements are executed before marketing begins, but Bond Issuance Agreements remain active throughout the bond's lifetime.