Adam is a dual-qualified New York and English law adviser in connection with Rule 144A and SEC-registered offerings and private placements of international debt (primarily high yield) and equity (including IPOs, rights issues and block trades), as well as SEC reporting and other compliance matters, involving companies, investors, major financial institutions and trustees around the globe. He has also regularly advises issuers, dealer managers and creditors in cross-jurisdictional liability management and restructurings.
This Practice Note explains 10b-5 letters delivered to underwriters by issuers’ and underwriters' counsel in connection with offerings of securities in the United States and covers: (1) US federal securities law liability and the due diligence defence, (2) contents of a 10b-5 letter (definition of scope of offering documentation, description of scope of activities undertaken, disclaimer of independent verification, negative assurance and exclusions),and (3) impact of 10b-5 letters on non-SEC-registered securities offerings
This Practice Note provides information and practical guidance on English law subscription agreements to lawyers advising first time issuers of debt securities and covers: (1) what a subscription agreement is (2) who signs a subscription agreement and when (3) the key terms found in a subscription agreement (4) the key areas of negotiation in a subscription agreement and (5) how and when amendments may be made to a subscription agreement
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