Capital market transactions and prospectus-specific financial information of our audit clients are characterised by a high degree of complexity and comprehensive regulatory requirements. Accordingly, the issuance of comfort letters and the audit of prospectus-specific financial information, such as profit forecasts and estimates, pro forma financial information and combined financial statements, require a high level of know-how and expertise.

We are there for you: before, during and after a capital market transaction, we keep an eye on your regulatory challenges and/or complex accounting issues. Together we will master all challenges and make your transaction a success.

Our accounting and auditing experts offer you comprehensive and customised support.

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Our services at a glance

Securities prospectuses
Prospectus-specific financial information
Comfort Letter
Accounting Assurance
Enforcement Advice

EU Listing Act

On 4 December 2024, the EU Listing Act came into force - a key EU reform project aimed at making the public capital markets more attractive for European companies. The Prospectus Regulation was also comprehensively revised as part of this package. However, many of the new regulations will not come into force until 5 June 2026.

An overview of the most important key points of the EU Listing Act can be found here.

With the EU Listing Act, the European Union is creating new incentives for companies to take the plunge and go public - by simplifying requirements, reducing costs and at the same time ensuring transparency and market integrity.

Katrin Skowronek

Director, Audit, DPP, Capital Markets Advisory

KPMG AG Wirtschaftsprüfungsgesellschaft

Sustainability disclosures in securities prospectuses

The importance of ESG in securities prospectuses has risen sharply in recent years. ESG disclosures, ESG ratings and sustainability information have become an essential part of the equity story and a differentiating factor.

On the debt side, the attractiveness of green bonds is reflected in the increasing market volume. Green bonds or ESG-related bonds are bonds that are issued specifically for sustainable projects. They are another form of financing that companies can use to raise capital. As a result of EU regulation and the introduction of the new "EU Green Bonds", demand for green bonds is expected to increase further.

The associated challenges are varied and complex. We are at your side with our comprehensive expertise and provide you with security and orientation in these new tasks on the capital market.

EU Green Bonds

You can read here why the new EU regulation should give the market for green bonds a boost and what this means for corporate financing. In our blog post "EU Green Bond Regulation facilitates investments", we have summarised the key points of the EU Green Bond Regulation.

Prospectus-specific financial information of our audit clients is characterised by a high level of complexity and comprehensive regulatory requirements. Accordingly, the audit of prospectus-specific financial information, such as profit forecasts and estimates, pro forma financial information and combined financial statements, requires a high level of know-how and expertise.

In addition to historical financial information, such as IFRS consolidated financial statements, prospectus-specific financial information must also be prepared. It is a central component of a securities prospectus, which is mandatory if a company offers securities to the public or wishes to admit them to trading on a regulated market and on the basis of which potential investors can make an informed investment decision.

Our experts provide you with comprehensive support based on their many years of capital market expertise and project experience.

Combined financial statements

Combined financial statements are historical financial statements for one or more economic activities that are "carved out" of the parent company's consolidated financial statements in the event of a carve-out.

Increasingly, companies are saying goodbye to their non-core activities and focussing on their core business, either through an IPO or a sale.

About insights into opportunities, challenges and regulatory developments: Our empirical study on the practice of combined financial statements in Germany can be found here.

Pro forma financial information

Pro forma financial information is financial information that is intended to show how a significant transaction (e.g. a takeover, merger, spin-off or major investment) would hypothetically have affected the net assets and results of operations of a company if it had taken place at an earlier date.

Key financial figures

Alternative performance measures (APMs) can be found in almost every securities prospectus. These include key figures such as EBIT (Earnings Before Interest & Taxes), EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortisation) and free cash flow. As APMs do not result directly from accounting standards, transparency and comparability are limited.

You can read about the future of alternative financial indicators in the following article.

Profit forecasts

Profit forecasts are forward-looking statements in the form of estimates of a company's expected profit and financial development. As part of a securities prospectus, these forecasts are a supplementary instrument of capital market communication. A well-founded forecast can serve investors as a basis for company valuation and proactively manage the expectations of investors and analysts.

We have analysed the published earnings forecasts and estimates of recent years and summarised our findings in this white paper.

Capital market projects such as IPOs, the issue of bonds or capital increases require intensive and early preparation of the associated securities prospectus. A comfort letter is essential for the protection of the issuer and the banks as well as for process security when preparing the securities prospectus and is a prerequisite for capital market transactions.

As auditors, we issue a comfort letter in the context of capital market transactions. A comfort letter is a letter in which the auditor reports on the results of separately agreed-upon procedures relating to certain financial information that is included in an issue prospectus. The recipients of this letter are usually the issuing company and the accompanying issuing banks.

In this way, we support the company and the underwriters in demonstrating that they have exercised due care in preparing the prospectus and including the various financial information.

You can find out here when a comfort letter is required and what the main contents are.

The stricter fee cap imposed by the FISG can delay, increase the cost of or even prevent the issue of a comfort letter. You can read why this is the case here.

Appraisal of complex accounting issues

Assessment of complex accounting issues requires not only expertise in accounting but also a deep understanding of the requirements of capital market-oriented companies. Our specialists have many years of experience in the capital market environment and in-depth transaction knowledge from a large number of successful capital market transactions. This enables us to achieve an ideal combination of technical expertise, project experience and regulatory understanding. This makes us a reliable partner for your accounting-related issues.

Technical review of new regulatory requirements

We support you with your specific challenges, be it an individual accounting issue, the introduction of new accounting standards or the first-time preparation of segment reporting as part of a planned IPO. Our experts work closely with you to ensure a smooth implementation.

Review of closing accounts for transaction purposes

We are your contact for auditing services for transactions. Our specialists have in-depth experience in auditing financial statements prepared in the context of company sales. Our audits make an active contribution to the successful execution of transactions and guarantee the reliability of the key financial statement figures used to determine the purchase price. A high-quality audit of the core data ensures the reliability of transaction-critical information.

Support with the audit of accounting by BaFin

The accounting of capital market-oriented companies in Germany is scrutinised not only by the supervisory board and auditors, but also by the German Federal Financial Supervisory Authority (BaFin). This enforcement process exposes capital market-oriented companies to additional accounting challenges.

KPMG has bundled the relevant expertise and practical experience in the area of enforcement advice in order to provide you with constructive and forward-looking support during audits in the context of accounting enforcement.

Further information and your contact persons can be found here.