CONTENTS
- 1. Bond Issuance | Global Capital Market Financing Strategies and Legal Issues
- - Advisory on Sirius Real Estate's Corporate Bond Issuance
- - Advisory on Enel Group's USD 4.5 Billion Overseas Bond Issuance
- - Advisory to the Underwriting Syndicate in Encore Capital's Bond Issuance
- - Advisory on Bond and Debt Restructuring Transactions in the Asian Region
- 2. Bond Issuance | A Representative Financing Method Used by Companies
- - Why Bond Issuance Is Used in Corporate Financial Strategy
- - Situations in Which a Company Should Consider Bond Issuance
- - Legal Issues a Company Must Examine When Issuing Bonds
- 3. Bond Issuance | Legal Support Needed in the Corporate Financing Process
1. Bond Issuance | Global Capital Market Financing Strategies and Legal Issues
Bond issuance is one of the representative financial strategies through which companies raise capital, and as recent changes in the interest rate environment have coincided with a growing need for expanded investment, an increasing number of companies are securing funds through large-scale bond issuances.
Such transactions require a range of legal reviews to be conducted together, including securities regulation, investor protection rules, and the design of the issuance structure.
Accordingly, cases in which major overseas law firms represent companies or financial institutions and provide legal advice throughout the bond issuance process are also increasing.
This article reviews recent bond issuance matters advised on by overseas law firms and summarizes the key legal issues a company should examine when issuing bonds, along with corresponding response strategies.
Advisory on Sirius Real Estate's Corporate Bond Issuance
Sirius Real Estate, a European real estate company, pursued a corporate bond issuance of approximately 350 million euros and, in September 2025, received advice from the global law firm Norton Rose Fulbright.
These bonds were issued as unsecured bonds maturing in 2032, and the company planned to use the funds to restructure existing debt and to secure resources for future investment.
In particular, designing a new bond issuance structure in consideration of the company's existing bonds and loan structure, and reviewing the legal structure of the bonds and the applicable securities regulation, required specialized advice.
Norton Rose Fulbright performed the following roles in this transaction.
- Designing the bond issuance structure and conducting legal review
- Preparing the bond issuance documents
- Reviewing capital market regulation
- Adjusting the transaction structure with investment banks and financial institutions
This bond issuance is regarded as having concluded successfully, with investor demand high enough that subscriptions reached approximately five times or more the issuance size.
Advisory on Enel Group's USD 4.5 Billion Overseas Bond Issuance
Enel, an Italian energy company, carried out a bond issuance of USD 4.5 billion in the global capital markets and, in October 2025, received legal advice from the law firm Hogan Lovells.
This transaction was a large overseas bond issuance directed at U.S. investors, structured to sell the bonds to international investors by relying on certain provisions of U.S. securities law.
Because Enel needed to raise large-scale funds as part of its strategy to expand its global energy business and manage its financial structure, it chose a bond issuance structure that allowed access to the international capital markets.
Hogan Lovells provided the following legal advice in this transaction.
- Reviewing U.S. securities regulation and the international bond issuance structure
- Preparing legal documents related to the bond issuance
- Advising on bond issuance procedures directed at global investors
- Reviewing the contractual structure with investment banks and financial institutions
This transaction is regarded as one of the large bond issuances carried out by a European energy company in the U.S. market.
Advisory to the Underwriting Syndicate in Encore Capital's Bond Issuance
In May 2024, the law firm Baker McKenzie represented the investment bank underwriting syndicate and provided advice in the bond issuance transaction of Encore Capital Group.
Encore Capital raised funds by issuing secured bonds of approximately USD 500 million, maturing in 2030.
This transaction took place in the high-yield bond market, and several global financial institutions participated as the bond underwriting syndicate.
In large bond issuance transactions involving multiple financial institutions in this way, not only the issuer but also the bond underwriting institutions often obtain separate legal advice.
Baker McKenzie provided advice in the following areas.
- Reviewing the bond underwriting structure
- Reviewing contractual documents related to the bond issuance
- Reviewing the legal liability and regulatory obligations of the financial institutions
- Providing legal advice on investor protection rules
This transaction is regarded as a representative high-yield bond issuance involving global financial institutions.
Advisory on Bond and Debt Restructuring Transactions in the Asian Region
In October 2025, the law firm Latham & Watkins provided legal advice on several bond issuance and debt restructuring transactions carried out in the Asia-Pacific region.
Recently, companies have been actively using debt management strategies that involve not only issuing new bonds but also exchanging existing bonds or adjusting maturity structures.
Latham & Watkins provided the following advice in these transactions.
- Designing bond issuance and exchange structures
- Advising on restructuring strategies for existing bonds
- Reviewing international capital market regulation
- Reviewing the contractual structure with investment banks and investors
In this way, comprehensive financial strategies that also encompass debt structure management are being carried out in the global capital markets, and the role of legal advice is correspondingly expanding.
2. Bond Issuance | A Representative Financing Method Used by Companies
Bond issuance is a financial transaction in which a company raises funds by issuing bonds to investors, paying interest over a set period, and repaying the principal at maturity.
Unlike raising funds by issuing shares, it does not dilute management control, which is one reason many companies prefer bond issuance.
It is often used in particular as a means of raising funds for large-scale capital investment, business expansion, or the repayment of existing debt.
The types of bonds a company may issue are diverse, with the following being representative forms.
Global companies in particular sometimes raise large-scale funds by issuing bonds to overseas investors, and in such cases complex legal issues may arise that require simultaneous review of each country's securities regulation and disclosure obligations.
Why Bond Issuance Is Used in Corporate Financial Strategy
There are several important advantages that lead a company to choose bond issuance.
First, it can prevent the dilution of management control.
Where funds are raised by issuing shares, the equity of existing shareholders may be diluted, but because bonds are a form of debt financing, they do not directly affect the management control structure.
In addition, the ability to secure large-scale funds in a relatively stable manner is also an important advantage.
Because bonds are often issued to institutional investors and financial institutions, a company can secure a substantial amount of funds within a short period.
Along with this, a high degree of flexibility regarding the purpose for which the funds are used is also one of the reasons companies make use of bond issuance.
Funds secured through bonds may be used for various financial strategies, including capital investment, mergers and acquisitions, and the repayment of existing debt.
Recently, global companies have been actively using strategies that draw on these advantages to manage their debt structures or secure investment resources through bonds.
Situations in Which a Company Should Consider Bond Issuance
The situations in which a company comes to consider bond issuance are varied, and bond issuance is generally examined as a financing strategy in the following cases.
Because bond issuance is a transaction closely connected to a company's financial strategy in this way, it is important to review not only the financial terms but also the legal structure and regulatory factors together.
Legal Issues a Company Must Examine When Issuing Bonds
When a company issues bonds, it should not consider the financial terms alone; it must also review various legal factors together.
The following matters are representative subjects of important review.
1. Designing the bond issuance structure
The maturity, interest rate, repayment terms, and whether the bonds are secured must be designed in accordance with investor protection rules and capital market regulation.
2. Compliance with disclosure and investor protection rules
During the bond issuance process, the accuracy of the information provided to investors and the disclosure obligations are very important.
3. Confirming whether there is any conflict with existing financial agreements
Financial agreements a company has already entered into may include clauses restricting additional bond issuance, so a prior review is necessary.
4. Review of domestic and overseas regulation
When bonds are issued in overseas markets, situations may arise that require simultaneous review of each country's securities regulation and investor protection rules.
If bonds are issued without sufficiently reviewing these factors, the matter may lead to future investor disputes or regulatory risk, so caution is warranted.
3. Bond Issuance | Legal Support Needed in the Corporate Financing Process
Because bond issuance is an important transaction that significantly affects a company's growth strategy and financial structure, conducting legal review from the early stages of the transaction can reduce unnecessary disputes and regulatory risk.
Through collaboration among corporate attorneys, finance attorneys, and law firms in various overseas jurisdictions, Daeryun Law Firm LLP provides the following legal advice in the corporate financing process.
- Reviewing the bond issuance structure and analyzing legal risks
- Advising on capital market regulation and disclosure obligations
- Reviewing bond underwriting agreements and investment agreements
- Advising on entry into overseas capital markets
- Managing corporate debt structures and reviewing financial agreements
Because finance, securities, and corporate legal matters operate in combination when a company issues bonds, it is important to design the transaction structure together with specialists from the early stages.
Daeryun Law Firm LLP provides legal support so that companies can comprehensively review their financing strategies and design stable transaction structures.
If you need assistance with a related matter, you are welcome to request advice through a 🔗corporate attorney legal consultation booking with Daeryun.
