On 24 October 2025, Freshfields Vienna hosted its annual CEE Capital Markets Workshop. We welcomed a diverse audience of leading lawyers from the CEE region and clients to explore the trends, challenges, and innovations shaping the future of capital markets.
Key Themes 2025
To set the stage, Freshfields partner Stephan Pachinger highlighted the defining themes of 2025: market resilience in the face of geopolitical uncertainty, the reopening of IPO markets and growing regulatory divergence between the US, UK and EU, and the rise in alternative asset classes, such as private credit and crypto assets.
Code is Law
In his keynote speech on crypto assets, Mario Hössl-Neumann from OSL Group outlined the global landscape in which the regulatory environment shapes innovation and market depth: While the US fosters crypto innovation through a “substance over form” regulatory approach driving product development and in Asia, initial market entrants accessing profitable niches, such as cross-border payments, are now expanding across asset classes, Europe’s more restrictive “form over substance” approach presents a less permissive framework for new decentralised architectures.
Legal doctrine versus “code is law”. A core theme was the fundamental tension between the crypto industry’s “code is law” ethos and the requirements of traditional legal frameworks: For many investors factual cryptographic control over assets via private keys is paramount, regardless of its formal legal classification. This creates a significant challenge, as foundational legal principles – such as determining the applicable property law based on an asset’s physical "location" – do not easily translate to a distributed ledger environment. While ambiguity was tolerable in the industry’s early days, the entry of larger, regulated players demands legal certainty. Austrian civil law generally recognises property rights over crypto assets. While the legal classification of property transfers remains debated among scholars, investors value the general recognition of their property rights, making Austria an attractive jurisdiction for crypto service providers.
Global Shifts, Regional Impacts
Freshfields partners Peter Allen and Doug Smith examined major regulatory shifts in the UK and the US that will have significant implications:
- A New Playbook for the UK: From January 2026, a new UK regime regulating public offers and admissions to trading will replace the UK Prospectus Regulation. This post‑Brexit framework aims to streamline disclosure and facilitate market access, including protections for certain forward‑looking statements and rules designed to encourage the inclusion of retail investors. Near-term practical impact may be limited for international issuances that must still adhere to US and/or EU regulatory frameworks. The fact that ongoing EU reforms mirror some – but not all – UK changes results in genuine regulatory divergence.
- The View from the US: Attention then turned to the US, where the SEC is considering revisions to the eligibility tests for Foreign Private Issuer (FPI) status. Potential changes – such as lowering the US resident ownership threshold or reducing allowable business contact with the US – could make FPI qualification harder for non‑US companies. FPI status is important for “Reg S” securities offerings outside the US and for the (non‑)application of US tender offer rules in public M&A deals. Many European companies listing in the US for valuation purposes have done so as FPIs. If FPI status is unavailable, issuers may need to list as domestic US issuers, triggering burdensome US requirements for financial statements, corporate governance, and disclosures, making transatlantic capital raises less appealing.
Spotlight on CEE: A Deep Dive with Regional Experts
In the panel discussion "Innovation by Design: Market Infrastructure for a Competitive Advantage" – moderated by Freshfields principal associate Victoria Hrubesch-Bazil – . the panellists Damir Topić (Divjak Topić Bahtijarević & Krka, Croatia), Dominik Liška (BBH, Czech Republic), Olga Niță (Filip & Company, Romania) and Ramona Miglāne (Sorainen, Latvia) shared on-the ground insights in a region in dynamic transformation, focusing on three core themes:
A Diversifying Funding Landscape. The discussion revealed a regional shift from traditional bank lending towards a broader range of financing channels, creating opportunities for investors and forcing issuers to think more strategically about their funding mix. In Croatia, the initiatives of the Zagreb Stock Exchange to simplify processes have made listings easier, contributing to a surge in trading activity and already three IPOs in 2025. Latvia's bond market, which saw issuances double in 2024, was initially ignited by the non-banking sector and is fuelled by increasingly financially literate retail investors and a regulator prioritizing the market and finding innovative solutions, for example, by using AI to speed up approval processes. For Romania, the landmark Hidroelectrica IPO served as a powerful signal, proving the market can absorb significant liquidity and encouraging both investors and issuers to explore the capital markets. This trend extends to the Czech market's surge in unlisted corporate bonds, which, while offering issuers flexibility, also raises concerns about market transparency and investor protection.
Digital Transformation in Action. Technology and innovation are fundamentally changing how companies raise capital, offering pathways to increase efficiency, liquidity, and accessibility for a broader range of market participants. The Baltics are positioning themselves as a testing ground for integrating digital assets into mainstream corporate finance. Latvia has already embedded the use of MiCAR-compliant crypto-assets for share capital contributions into its commercial law, creating a convenient, notary-free process. Lithuania has licenced one of the first DLT platforms, Axiology, and Estonia is leveraging its advanced e-government system. Meanwhile, the Czech Republic is exploring the tokenization of debt and new crowdfunding platforms. For Croatia and Romania, the dematerialisation of all securities created the essential infrastructure that now underpins their market booms, enabling large-scale transactions and the participation of retail investors.
Building Bridges: The Push for Market Integration. The panel then explored two initiatives aiming to create more liquid regional markets – crucial for attracting international investors. The pan-Baltic harmonisation was highlighted as practical success story, with the Baltic Nasdaq offering harmonised rules for public offerings on all three Baltic stock exchanges, for example by using one single information document for offerings of up to EUR 8 million, despite different national legislation and regulators. However, practical hurdles remain, as larger issuers still prefer a dual listing on another major stock exchange to attract global investors. Another ambitious project is underway to integrate eight regional stock exchanges, including Zagreb and Bucharest, under one platform. Panellists agreed that while the potential to boost liquidity and attract new listings is immense, the alignment of national legislation in the participating countries remains a challenge.
The conference concluded with Stephan Pachinger highlighting the key takeaway: despite regulatory differences, the CEE capital markets are forging ahead through local innovation and strategic cross-border integration.
For insights from our CEE Finance Workshop 2025, see here.