A New York and Illinois-qualified US lawyer, Charles has practiced in London at both Allen & Overy and currently at Baker McKenzie. He represents issuers and investment banks in capital markets transactions, on matters of US securities law, New York law and transaction management in connection with international offerings of both debt and equity securities. These include SEC-registered offerings, 144A offerings and other private placements involving issuers, investors and financial institutions in Europe, Africa, the Middle East and the United States.
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 an overview of the role of the entities acting as underwriters/managers in an issuance of debt securities in the capital markets (particularly an international offering to investors in multiple countries, including the US). It includes an overview of underwriting and managers' responsibilities, a description of the key transaction documents to which they are typically a party and a summary of certain risks faced by managers in an offering of debt securities.
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
This flowchart sets out a timeline for how a standalone issue of notes is underwritten from when the issuer appoints the lead managers to the notes being issued and stabilised.
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