In conversation with Maria Cortes Martins about IPOready and preparing for the capital markets

We spoke with Maria Cortes Martins, Principal Associate in the Corporate and M&A team, who is involved in the IPOready programme, on the occasion of the new edition of this Euronext initiative, delivered in partnership with INSEAD, of which the Firm is once again a partner. We discussed Morais Leitão’s role in preparing companies for the capital markets, the main legal challenges along that journey and the importance of working on the corporate structure well in advance of any potential listing.

1. What is your role (and Morais Leitão’s role) as partners in Euronext’s IPOready programme?

As partners in IPOready, our role is to support the management teams of participating companies in understanding, in very practical terms, what it means from a legal perspective to prepare a company for the capital markets (whether in the context of an equity offering or accessing the market through debt instruments).

In addition to reporting and admission requirements for regulated and non-regulated markets, we also address governance best practices, optimisation of corporate structures and the different routes to market. During the sessions, we aim to share Morais Leitão’s accumulated experience in capital markets transactions, while also demystifying access to these markets. In Portugal, many companies remain overly dependent on bank financing, so initiatives such as IPOready are important in demonstrating that the capital markets can be a genuine and accessible alternative.

2. When people talk about Corporate, they often think only of buying and selling companies. Why is that view too narrow?

That perception is understandable, although incomplete, as Corporate encompasses a wide range of matters, reflecting the dynamics of the market and of companies themselves. Corporate – which includes M&A – naturally has a significant component linked to the acquisition and sale of companies, but above all it is the discipline that structures corporate life in all its dimensions: how governing bodies operate, how shareholders organise and protect themselves, how dispute resolution mechanisms are designed, and how companies prepare to receive investment, grow or exit.

If we focus solely on the transaction itself, we overlook the fact that the real value lies in everything done before and after: internal reorganisations, governance structures, day-to-day compliance, financing, innovation, management and employee incentive schemes, and so on. This is what makes a company “investment-ready” and, in that context, capable of withstanding market scrutiny.

3. In a programme such as IPOready, at what stages is legal support most critical for companies?

The programme is relatively comprehensive, with sessions involving all participants that address the most relevant topics in the context of the admission to trading of a company’s shares (or debt instruments).

In more tailored support – which we sometimes also provide within the IPOready framework – legal advice is critical from the diagnostic stage, when the shareholding structure, any shareholders’ agreements, the articles of association and governance models are analysed, in order to identify potential obstacles to a future capital markets transaction.

It is also decisive when a company begins to design its financing strategy, comparing options such as an IPO, debt issuances, the entry of institutional investors or dual-track solutions. At a later stage, as the company moves closer to a specific transaction, legal support becomes central in preparing documentation, managing market disclosures and liaising with regulators and financial intermediaries, ensuring that the process proceeds with certainty and predictability.

4. What types of challenges do companies typically face when they begin preparing for the capital markets?

Companies that are not yet fully prepared for this step often present complex shareholding structures, outdated shareholders’ agreements, articles of association containing restrictions on share transfers and governance models that are insufficiently formalised. These arrangements may work well in a private context but may not be compatible with the requirements of a regulated market.

It is also essential to focus on corporate housekeeping, ensuring that corporate and contractual documentation is robust and properly organised, as fragmented documentation can complicate due diligence processes and increase the perceived risk for investors and regulators.

Another significant challenge is the shift from a culture of confidentiality and informality in information sharing to a culture of transparency, with clear rules on disclosure, conflicts of interest and related-party transactions. This requires strengthening internal resources and a change in mindset, which must be addressed well in advance.

5. How can Morais Leitão assist companies long before a potential listing?

Morais Leitão can assist well before any decision to go public is made, starting with supporting companies in reviewing and simplifying their corporate and shareholding structures, updating articles of association and shareholders’ agreements, and implementing governance models aligned with market best practices.

This structural “IPO readiness” work ensures that, when an opportunity arises, the company does not need to undergo an accelerated and potentially riskier transformation. In addition, we support the planning and execution of investment rounds, the creation of equity-based incentive schemes and the development of compliance, ESG and data protection policies, among other matters.

The aim is to ensure that the company’s equity story is legally sound and consistent with what the market will assess, while keeping open, at the appropriate time, the option of an IPO or other forms of access to the capital markets.