This overview is a guide to the Banking & Finance content within the US regulatory issues—debt capital markets subtopic, with links to appropriate materials.
The most relevant US provisions applicable to international debt securities offerings outside the US are:
the exemptions granted under Rule 144A and Regulation S of the Securities Act of 1933 (the Securities Act), and
US Treasury Regulations section 1.163 5(c)(2)(i)(C) and (D) (TEFRA C and D Rules)
The US regulatory bodies with most relevance to international securities issues (and to related derivatives transactions) are
the Securities and Exchange Commission (SEC), and
the Commodity Futures Trading Commission (CFTC)
For more information about US regulation of debt capital markets, see Practice Note: US regulation of debt capital markets—one minute guide.
For more information about the SEC and the CFTC, see Practice Note: USA—The US regulators.
In addition to the SEC, which oversees federal securities laws, most US states have their own agency
To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.
**Trials are provided to all LexisNexis content, excluding Practice Compliance, Practice Management and Risk and Compliance, subscription packages are tailored to your specific needs. To discuss trialling these LexisNexis services please email customer service via our online form. Free trials are only available to individuals based in the UK, Ireland and selected UK overseas territories and Caribbean countries. We may terminate this trial at any time or decide not to give a trial, for any reason. Trial includes one question to LexisAsk during the length of the trial.
Banking & Finance analysis: The Iran conflict has become a significant legal and operational issue for global energy, materials and equipment supply...
The International Swaps and Derivatives Association (ISDA) has responded to the Bank of England’s (BoE) consultation on its approach to using...
Companies House has announced that the government will implement the accounts filing reforms introduced by the Economic Crime and Corporate...
Banking & Finance analysis: Stefanie Price, partner and co-head of London Real Estate, and Jack McCaw, senior associate, both at Baker McKenzie,...
Role of a bond trusteeThis Practice Note explains the role of a bond trustee appointed under an English law trust deed.Not all bond issues involve a trustee. It is up to the issuer to decide whether to appoint a trustee or a fiscal agent—see Practice Note: Parties in an issue of debt
Debt securities—10b-5 lettersA 10b-5 letter (also commonly referred to as a ‘negative assurance letter’’) is a letter delivered to the underwriters by issuer's and underwriters' counsel in connection with an offering of securities in the United States pursuant to an Securities and Exchange
Types of debt securitiesWhat are debt securities?In the context of the debt capital markets, the term 'debt security' means a financial instrument, negotiable on the capital markets, which represents a debt obligation.The term 'security' when used in this sense is therefore different from the term
Debt securities—what is the role of the underwriters/managers?What does this Practice Note cover?This Practice Note outlines the role of the entities acting as underwriters or managers in an issuance of debt securities in the capital markets. It provides an overview of underwriting and managers'
0330 161 1234