US law

US law guidance:

This Practice Note provides an introduction to the legal matters that should be considered in connection with a company extending a public offer of securities to...

Practice Note

Agreement Among Underwriters (US IPO) [insert number] Shares (plus [insert number] Shares to cover over allotments, if any) [COMPANY NAME] Common Stock [insert date],...

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[insert company name] The Board of Directors (the Board of Directors or the Board) of [insert company name] a [insert nature of company] (the Company), consented to and...

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This Practice Note briefly examines the factors that an issuer and its legal counsel should consider when choosing whether to rely on either section 4(a)(2) of the US...

Practice Note

This Practice Note provides an overview of the purpose, content and scope of a comfort letter prepared by the auditors of a company preparing to offer its shares to the...

Practice Note

[COMPANY LETTERHEAD] [insert name of Transfer Agent] [insert name of addressee] [insert name of addressee] Attention:[insert name of individual] Dear [insert text]:...

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This Practice Note provides practical guidance as to how offering participants can conduct the due diligence process in the context of a US private offering. Produced in...

Practice Note

This Practice Note provides an overview of issues that are likely to be encountered by an English-qualified lawyer when advising a seller or a buyer in a cross-border...

Practice Note

Cross-Receipt [insert number of shares] Shares [COMPANY NAME] Common Stock (Par Value $[insert amount] Per Share) Pursuant to the Underwriting Agreement dated [date] (the...

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[CUSTODIAN LETTERHEAD] [Insert name of transfer agent] [Insert details of addressee] [Insert details of addressee] Attention: [Insert name of individual] Dear [insert...

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What is the FCPA and what does it prohibit? The Foreign and Corrupt Practices Act (FCPA) was enacted in 1977 and amended after complaints from industry that it was...

Practice Note

This Practice Note briefly looks at timing and detail required when filing a Form D with the US Securities and Exchange Commission (SEC). Produced in partnership with...

Practice Note

Form 10b-5 Letter [insert date] [insert address] Re: Underwriting Agreement Dear [insert text] This firm has acted as counsel to [insert name], a [insert company details]...

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This Practice Note provides an overview of the issues to consider in relation to integrated transactions in the context of US offerings. This Practice Note also provides...

Practice Note

This Practice Note provides an overview of the key provisions of an underwriting agreement in the context of an underwritten US initial public offering (IPO). In...

Practice Note

[Firm Letterhead] [[Insert name]] [[Insert name]] [[Insert name]] [c/o [Insert name]] [[Insert name]] Re: [Insert name of matter] Dear [insert text] We have acted as...

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[[Insert name]] [[Insert name]] [[Insert name]] [[Insert name]] [c/o [Insert name]] [[Insert name]] Dear [insert text] We have acted as your counsel in connection with...

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Lock-Up Agreement (US IPO) [insert company name] [insert date], 20[insert year] [insert name] [insert name] [insert name] As Representatives of Several Underwriters c/o...

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This Practice Note provides an overview of the purpose, nature and scope of the due diligence process carried out by an offeror prior to the offer its shares to the...

Practice Note

Rule 144A has been in effect since April 1990. This Practice Note looks at the main legal considerations when deciding whether to include a so-called 'Rule 144A tranche'...

Practice Note

[Insert company name] The undersigned, [insert name] and [insert name], do hereby certify that they are the duly elected, qualified and acting [insert title, eg...

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The UK has long been a popular destination for both UK and overseas companies looking to raise finance on a public securities market. Trading on a UK stock market allows...

Practice Note

This Practice Note provides an overview on the communications permitted during the process of an initial public offer (IPO) in the United States of America. Produced in...

Practice Note

This Practice Note looks at the practical and legal matters that need to be considered when a company is undertaking a road show in respect of its US initial public offer...

Practice Note

This Practice Note provides an overview of the procedures involved in the closing of a US initial public offering (IPO) with additional practical guidance on the steps...

Practice Note

This Practice Note explains the purpose, nature and scope of the legal opinions prepared by each of the company’s counsel and the underwriter’s counsel and the 10b-5...

Practice Note

This Questionnaire is being furnished to you in connection with an offering (the Offering) of securities by [insert company name] (the Company), under the Securities Act...

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This Practice Note briefly summarises the key provisions of Regulation S as well as the practical implications of relying on Regulation S for English and other non-US...

Practice Note

The underwriters or initial purchasers in an international securities offering will customarily require that the issuer's accountants provide one or more comfort letters...

Practice Note

[insert name] [insert name] [insert name] Dear [insert text]: 1 Registration under the Securities Act 1933, as amended (the Act), of the [insert number] shares of the...

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