US law

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This subtopic brings together materials on US law issues, grouped together according to subject matter.

US securities law issues in UK transactions

US securities law can impact on various capital markets transactions where there is a US element. See Practice Notes:

  1. •

    Adding a US tranche to a public offer

  2. •

    SAS 72 comfort letters in international securities offerings

  3. •

    Regulation S—an introduction for non-US lawyers

  4. •

    Marketing a initial public offer to QIBs in the United States of America—key considerations

Also, the following Practice Note considers factors and issues for overseas companies (including US issuers) looking to offer securities, including depositary receipts, in the UK: Overseas companies—options for an initial public

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Latest Corporate News

Corporate weekly highlights—30 October 2025

This week's edition of Corporate weekly highlights includes publication of the Market Standards trend report on UK public M&A in Q3 2025, news of further implementation of the Economic Crime and Corporate Transparency Act 2023, the publication of Primary Market Bulletin 59 and a fine issued by the FCA for insider dealing.

LMA publishes amended guidance note on the ROE Regime

The Loan Market Association (LMA) guidance note on the Register of Overseas Entities (ROE) has been amended to reflect changes introduced under the Economic Crime and Corporate Transparency Act 2023 (ECCTA) and subsequent regulations effective in 2024 and 2025. The latest version of the guidance note integrates the new ECCTA provisions and clarifies compliance requirements for overseas entities that own or acquire UK property. The focus is on enhanced ROE transparency, verification, and annual reporting obligations. The LMA has confirmed that existing real estate finance documentation remains broadly compliant, with optional refinements for risk mitigation.

FCA secures first Data Protection Act 2018 conviction

The Financial Conduct Authority (FCA) has secured its first prosecution under the Data Protection Act 2018 (DPA 2018), after a Virgin Media O2 employee, Luke Coleman, pleaded guilty to unlawfully obtaining and subsequently disclosing personal data in breach of DPA 2018, s 170(1). Coleman sold confidential customer data to a family friend, Nicholas Harper, who used it in a boiler room fraud. Coleman was fined £384 and ordered to pay a £38 victim surcharge and £500 in prosecution costs.

Market Standards Trend Report—Trends in UK public M&A in Q3 2025

Corporate analysis: Market Standards has conducted research to examine the current trends in UK public M&A for the period 1 July 2025 to 30 September 2025.

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