Selling restrictions

This overview is a guide to the Banking & Finance content within the Selling restrictions subtopic, with links to relevant materials.

What is the purpose of selling restrictions?

In transactions in the international investment grade public debt capital markets, the offer and distribution of the debt securities is usually controlled by the investment banks acting as lead managers (in the case of standalone issues) or dealers (in the case of issues under a programme).The issuer itself does not make offers to investors.

Selling restrictions are representations, warranties and undertakings given by the managers in the subscription agreement (in the case of a standalone issue) or by the dealers in the programme agreement (in the case of a programme). The selling restrictions are also set out in full in the offering document. They have three overlapping purposes:

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to allocate responsibility for complying with applicable securities laws and regulations to the managers or dealers
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to protect the issuer from liability arising from any breach of securities laws and regulations resulting from the sales activities of the managers or dealers, over which the issuer has no direct control, and

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