Underwriter

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Loan Market Association mandate letter—commentary on MAC clause

Loan Market Association mandate letter—commentary on MAC clauseLMA mandate letterMandate letters are typically signed at the start of a transaction, and are often attached to an agreed term sheet. The purpose of the mandate letter is to set out the terms of the engagement between the borrower and the financial institutions that will be acting as mandated lead arrangers (MLAs), bookrunners (who will manage primary syndication) and, if the offer is underwritten, the underwriters. The issues the mandate letter will cover include:•the formal appointment of the financial institutions acting as MLAs, bookrunners and underwriters•any conditions to the offer by the financial institutions to arrange, manage the syndication of and underwrite the transaction (the offer), one of which will typically be no material adverse change (MAC) to the market, the borrower's business or its ability to perform its obligations under the mandate and finance documents, and•syndication, including market flex, front running and clear market provisionsFor more information, see Practice Notes: Mandate letters, Drafting and negotiating mandate letters in loan transactions and Mandate letters in syndicated loan transactions.The Loan Market Association (LMA) has two forms of mandate letter, underwritten and best efforts.In an underwritten mandate, the underwriters agree that they will provide the debt needed for the transaction (or an agreed proportion) whether they are able to find other lenders to participate or

Debt securities—what is the role of the underwriters/managers?

Debt securities—what is the role of the underwriters/managers?What is underwriting and why are securities issuances typically underwritten?The term ‘underwriting’ refers to a commitment to subscribe for or purchase securities that are not able to be sold to investors or to be paid for by investors in a securities offering. By making such a commitment, an underwriter assumes the risk from the issuer that the securities being offered will not be taken up by investors. The underwriter, therefore, effectively guarantees the issuer, subject to certain conditions, the number of securities that will be sold and the amount of proceeds the issuer will receive.The entities acting as underwriters on a securities offering are usually investment banks. These investment banks are also often referred to as managers, bookrunners or initial purchasers, depending on the specific roles that they undertake in a particular transaction, particularly in offerings of debt securities in the international capital markets. In a medium-term note programme, these entities are usually referred to as dealers.International securities offerings are typically made through a syndicate of managers led by one or more ‘lead managers’ or ‘arrangers’. The purpose of the underwriting syndicate is to spread the underwriting risk and to ensure successful distribution of the offering. The lead manager is responsible for arranging the issue and dealing with the underwriting and distribution arrangements.In practice, the managers will

Drafting and negotiating mandate letters in loan transactions

Drafting and negotiating mandate letters in loan transactionsThis Practice Note is part of the Lexis®PSL Banking & Finance loan transaction toolkit. It includes links to precedents and drafting and negotiating points and is intended as an introductory guide to those new to banking law.Mandate letters are used in many types of syndicated transactions to set out the terms on which the company appoints banks to the various roles in a syndicated facility. The roles will include the mandated lead arrangers (appointed to arrange the facilities) (MLAs), the bookrunners (appointed to arrange syndication) and the underwriters (appointed to underwrite the facilities—ie commit to lending the full amount even if the facilities can’t be successfully syndicated). For detailed information on mandate letters, see Practice Note: Mandate letters.PartiesThe parties to the mandate letter will include:•each of the MLAs•the underwriters (where the facilities are being underwritten)•the bookrunners, and•the borrowerTypes of mandate lettersThere are two types of mandate letters:•underwritten—where the combined commitments of the underwriters are sufficient to fund the whole amount of the facility and the underwriters agree to fund their respective proportions of the facility even if they do not find any other participants, and•best efforts—where the MLAs agree to use their best efforts to achieve a successful syndication. If the MLAs cannot find enough lenders to participate in the transaction,

Debt securities—10b-5 letters

Debt securities—10b-5 lettersA 10b-5 letter (also referred to as a 'disclosure 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 Commission (SEC)-registered offering or a private placement pursuant to Rule 144A under the United States Securities Act of 1933 (the 'Securities Act'). The underwriters will rely on this letter as supporting evidence of their "'due diligence' investigations of the issuer in building a defence to potential liability under US federal securities laws.The focal point of the 10b-5 letter is the prospectus used to market the securities to investors. The letter states that based on counsel's activities in connection with the securities offering, nothing came to their attention to cause them to believe that the prospectus either: (i) contains an untrue statement of a material fact or (ii) omits to state a material fact necessary in order to make the statements in the prospectus, in light of the circumstances under which the statements were made, not misleading.US federal securities law liability and the due diligence defenceIn an offering of securities in the United States, various liability and anti-fraud laws and regulations apply. Section 11 and Section 12(a)(2) of the Securities Act, which apply only to SEC-registered offerings, impose liability on certain parties, including the

Getting the Deal Through: Securities Finance 2022

Getting the Deal Through: Securities Finance 2022Jurisdictions coveredThe following jurisdictions are covered in this report:Egypt; Japan; Luxembourg; Qatar; South Africa; Switzerland; USAQuestionsThe set of questions relating to the topic of Securities Finance and answered by the guide for each jurisdiction covered include:•What are the relevant statutes and regulations governing securities offerings?•Which regulatory authority is primarily responsible for the administration of those rules?•What regulatory or stock exchange filings must be made in connection with a public offering of securities? What information must be included in such filings or made available to potential investors?•What are the steps of the registration and filing process? May an offering commence while regulatory review is in progress? How long does it typically take for the review process to be completed?•What publicity restrictions apply to a public offering of securities? Are there any restrictions on the ability of the underwriters to issue research reports?•Are there any special rules that differentiate between primary and secondary offerings? What are the liability issues for the seller of

SAS 72 comfort letters in international securities offerings for non-US lawyers

SAS 72 comfort letters in international securities offerings for non-US lawyersThe underwriters or initial purchasers in an international securities offering will customarily require that the issuer's accountants provide one or more comfort letters relating to financial information contained in the prospectus or offering memorandum relating to the offering. Comfort letters are an important part of the underwriters' due diligence review and defence from potential liability under US securities law.Comfort letters are often referred to as SAS 72 letters, which relates to the Statement on Auditing Standards 72 (SAS 72) on which they are based. The Statement on Auditing Standards 72 has now been superseded by AU Section 634, Letters for Underwriters and Certain Other Requesting Parties (AU 634).Comfort letters and the 'due diligence' defenceThe basis for potential liability under US securities laws differs depending on whether the offering is publicly offered in the US, ie registered with the Securities and Exchange Commission (SEC), or privately offered to US investors, eg in an institutional placement in accordance with Rule 144A under the US Securities Act of 1933 (Securities Act).Section 11 of the Securities Act establishes a private right of action against issuers, controlling persons, selling shareholders and underwriters involved in a public offering if the registration statement relating to the offering contains:'an untrue statement of a material fact'or omits:'to state a material fact required to

Parties involved in a Rule 144A/Regulation S debt offering

Parties involved in a Rule 144A/Regulation S debt offeringThis Practice Note discusses the parties in a Rule 144A (17 CFR 230.144A)/Regulation S debt offering. These offerings involve a team of representatives of the issuer, together with external advisors. External advisors for a securities offering will typically include one or more investment banks to serve as the initial purchasers/underwriters of the securities, an independent auditing firm, outside legal counsel for the issuer and a trustee/paying agent. The investment banks will also have their own outside counsel. Another important party in a Rule 144A/Regulation S offering is The Depository Trust Company (DTC), which keeps securities ownership records and settles trades.Role of investment banks in pricing and marketing securitiesThe investment bankers play a leading role throughout the offering process. They market the securities, set the price at which the securities will be offered to the public (together with other relevant economic terms, such as the interest rate on the debt securities), and purchase the securities from the company and re-sell them to investors. The investment banks are often permitted to trade in the securities to ensure an orderly market for the securities. The investment banks have two main, and potentially conflicting, responsibilities—to sell the securities on behalf of the company and to recommend the securities to investors as a good investment. The banks’ reputation depends on pleasing

Key features of syndicated facilities

Key features of syndicated facilitiesThe difference between bilateral and syndicated loansA bilateral loan involves a borrower (and sometimes other companies in the borrower's group as guarantors and/or security providers) and a single lender.Where a single lender is unwilling or unable to advance the full amount required by the borrower, the borrower may look to two or more lenders for a loan to meet its needs. In a syndicated transaction, two or more lenders agree to make loans to a borrower on common terms which are set out in a single facility agreement entered into by all of the parties.Types of syndicationThere are three main types of syndicated loan:•underwritten deals where the arrangers guarantee to lend the entire commitment and subsequently look to syndicate the loan. If the loan is not fully subscribed, the underwriters will have to lend the rest of the money themselves•best-effort deals are not underwritten by the arrangers but they simply undertake to do their best to find other lenders to provide the total commitment. The borrower therefore does risk not receiving the full amount of funding required, and•club deals usually involve a loan that is pre-marketed to a group of relationship banks and a separate arranger may not actually be requiredFor more information on the role of the arranger, see Practice Note: The finance parties.The Loan Market

Preparing the legal opinions and the 10b-5 letter for a US IPO

Preparing the legal opinions and the 10b-5 letter for a US IPOThis 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 letter prepared jointly by both for the benefit of an underwriter in the context of a US initial public offering (IPO). This Practice Note also outlines the timing and process in respect of the preparation of the opinions and 10b-5 letter. Produced in partnership with Thomas France, a partner in the Corporate Transactional practice group of Venable LLP in Tysons Corner, Virginia office.When is a legal opinion and a 10b-5 letter required?In an initial public offering (IPO), the underwriting agreement will include as conditions to closing the delivery of legal opinions from each of the company's counsel and the underwriters' counsel to the underwriters at closing. The opinion of the company's counsel will express certain legal conclusions about matters relating to the company and the offering, and the underwriters' counsel's opinion will express certain legal conclusions about matters relating to the offering. In addition to the legal opinions, the underwriting agreement will require counsel to the company and the underwriters to deliver a letter, commonly referred to as a 10b-5 letter or negative assurance letter, to the underwriters at closing. The company's counsel and the underwriter's

Mandate letters in syndicated loan transactions

Mandate letters in syndicated loan transactionsThis Practice Note provides an introduction to the purpose and typical content of mandate letters in syndicated loan transactions and covers:•appointment of Mandated Lead Arrangers (MLAs), underwriters, bookrunner, facility agent, documentation agent and swingline agent•conditions to MLAs’ participation in the transaction•underwriting proportions and intended hold amounts•material adverse change (MAC)•clear market•market flex•syndication strategy•information provided by the borrower•front running•publicity and announcements•termination, and•boilerplate provisionsThe purpose of mandate lettersMandate letters are used in syndicated transactions to set out the terms of engagement between the arranging bank or banks (known as MLAs) and the borrower, under which the MLAs agree to arrange financing for the borrower. The mandate letter will set out the proposed terms of the financing and authorise the MLAs to syndicate the loan on an exclusive basis.For more information on the role of the MLAs in a syndicated transaction, see Practice Note: The finance parties—Arranger.The mandate letter is usually the first document to be agreed on a syndicated transaction and it initiates the syndication process. There are two types of mandate letters:•underwritten—where the combined commitments of the MLAs are sufficient to fund the whole amount of the proposed facility and the MLAs agree to fund their respective proportions of the facility even if they do not find any

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Underwriting agreement (US IPO)

Underwriting agreement (US IPO)Underwriting Agreement (US IPO)[insert number] Shares______________________Common Stock[insert date], [insert year]___________________________As representative of the several Underwriters named in Schedule I heretoc/o [insert name][insert name]________________________Dear [insert text]:Pursuant to this Underwriting Agreement, [insert name], a [insert nature of the company] (the Company), proposes to issue and sell to the several underwriters named in Schedule I hereto (the Underwriters) for whom you are acting as representative (the Representative), and certain shareholders of the Company named in Schedule II hereto (the Selling Shareholders) severally propose to sell to the several Underwriters, an aggregate of [insert number of shares] shares (the Firm Shares) of the common stock, par value $[insert number] per share, of the Company (the Common Stock), of which [insert number of shares] shares are to be issued and sold by the Company and [insert number of shares] shares are to be sold by the Selling Shareholders in the amounts set forth opposite their respective names in Schedule II hereto. The Company and the Selling Shareholders also propose to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional [insert number of shares] shares of Common Stock (the Option Shares) in the amounts set forth opposite their respective names in Schedule II hereto. The

Regulation D-Rule 506(d)-bad actor disqualification questionnaire (US IPO)

Regulation D-Rule 506(d)-bad actor disqualification questionnaire (US IPO)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 1933, Rule 506 (the Securities Act).Important Note: Please answer every question. If your answer to a question is ‘Yes’, please provide details in the explanation. Unless otherwise stated, your answers should be given as of the date you sign the Questionnaire. Some questions reference the 'date of the sale' of the securities, which is currently expected to be on or about [insert date]. If your answers to these questions change after the date you return the Questionnaire, you must notify the Company immediately. Please note that certain questions are necessarily broad in scope, so if you have doubts regarding whether something should be included in your response please err on the side of over-inclusion. The Company may have additional follow-up questions for you in connection with the Offering.Once you have completed the Questionnaire, please sign it to indicate: (i) your consent for the Company and its counsel to rely upon the information provided in this Questionnaire; (ii) your acknowledgement that the Securities and Exchange Commission (the SEC) may require the Company to publicly disclose the information provided in this Questionnaire, and your consent to such public disclosure; (iii) your agreement to

Time and responsibility schedule (US IPO)

Time and responsibility schedule (US IPO)Time and responsibility schedule for a US initial public offeringAs of [_____________, 20__][COMPANY NAME]AbbreviationsC: CompanyUW: Lead UnderwriterCO: Co-UnderwriterCC: Company's CounselUC: Underwriter's CounselA: AuditorP: PrinterIV: Investor Relations FirmCUSIP: Committee on Uniform Securities Identification ProceduresEDGAR: Electronic Data Gathering, Analysis and Retrieval SystemSEC: US Securities and Exchange CommissionIPO: Initial Public OfferingCIK: Central Index KeyFINRA: Financial Industry Regulatory AuthorityFWP: Free Writing ProspectusesMD&A: Management’s Discussion and Analysis of Financial Condition and Results of OperationsDETAILED TIME SCHEDULE AND ASSIGNMENT OF TASKSPRE-FILING PERIOD (weeks 1–6)Document/action neededResponsible partyStatus/completion date1. Select managing underwriter(s)C2. Select counselC3. Draft and circulate the due diligence request list and officers’ and directors’ questionnairesCC, UC4. Hold an organisational meeting, at which the following matters should be discussed:C, UW, CO, A, UC, CC(a) Timetable(b) Size of offering(c) Assignment of responsibilities for tasks(d) Listing on securities exchangeC, UW, CO(e) Discussion of financial statements required and of any special accounting issues to be addressedC, UW, CO, A, UC, CC(f) Recapitalisation of the Company (eg, share split or reverse share split) that will be required prior to offeringC, UW, CO, A, UC, CC5. Provide memorandum on gun-jumping/quiet periodCCPrior to start of IPO process6. Commence due diligence review and management presentationsC, CC, UW, UC7. Meetings to discuss due diligence and registration statementC, UW, CO, A, U, CC8. Begin drafting the

Company instructions to transfer agent (US IPO)

Company instructions to transfer agent (US IPO)[COMPANY LETTERHEAD][insert name of Transfer Agent][insert name of addressee][insert name of addressee]Attention: [insert name of individual]Dear [insert text]:Reference is made to that certain Underwriting Agreement dated [date] (the Underwriting Agreement) by and among [insert Company name], a [insert nature of the company] (the Company), [the selling stockholders listed on Schedule [insert Schedule number] to the Underwriting Agreement (the Selling Stockholders),] and [insert name of representative], as representative (the "Representative") of the several underwriters named on Schedule [__] to the Underwriting Agreement (the

Form 10b-5 letter (US IPO)

Form 10b-5 letter (US IPO)Form 10b-5 Letter[insert date][insert address]Re: Underwriting AgreementDear [insert text]This firm has acted as counsel to [insert name], a [insert company details] (the Company), in connection with the issuance and sale of [insert number] shares of common stock, par value $[insert value] (the Shares) of the Company, pursuant to the terms of the Underwriting Agreement dated [insert date] (the Underwriting Agreement) by and among the Company and you, as representatives of the several underwriters named in Schedule I to the Underwriting Agreement (the Underwriters). This letter is furnished to you pursuant to the requirements set forth in Section [insert number] of the Underwriting Agreement in connection with the closing thereunder on the date hereof (the Closing).Nothing herein shall be construed to cause us to be considered ‘experts’ within the meaning of Section 11 of the Securities Act 1933, as amended.During the course of the preparation of the Registration Statement on Form S 1 (No. [insert number]), as amended by Amendments Nos. [insert number] and [insert number] thereto (the Registration Statement), we reviewed the Registration Statement and the final Prospectus dated [insert date], as filed pursuant to the Securities Act 1933, Rule 424(b)(1) as amended (the Prospectus) and participated in conferences with officers and other representatives of the Company, with representatives of the independent public accountants of the Company and with you

Agreement among underwriters (US IPO)

Agreement among underwriters (US IPO)Agreement Among Underwriters (US IPO)[insert number] Shares(plus [insert number] Shares to cover over allotments, if any)[COMPANY NAME]Common Stock[insert date], 20[insert year][Insert name of party][Insert name of party]As Representatives of the Several Underwritersc/o [Insert name of party][Insert name of party][Insert name of party]Re: Public Offering of Common Stock of [COMPANY NAME]Dear [insert text]:We wish to confirm as follows our agreement with you with respect to the purchase, from [insert name of corporate entity], a [insert nature of corporate entity] corporation (the Company), of an aggregate of [insert number] shares (the Firm Shares) of the Company's Common Stock, par value $[insert number] per share (the Common Stock), as well as with respect to the purchase any of the [insert number] shares (the Optional Shares) of Common Stock which the Underwriters (as hereinafter defined) shall have determined to purchase from the Company pursuant to Section [insert section number] of the Underwriting Agreement (as hereinafter defined). The Firm Shares and the Optional Shares are hereinafter collectively referred to as the Shares.1Underwriting AgreementAnnexed hereto as Exhibit A is a copy of a proposed underwriting agreement (the Underwriting Agreement) with the Company providing for the purchase, upon the terms and conditions set forth therein, from the Company by each party on whose behalf you execute the Underwriting Agreement (each Underwriter and, collectively, the Underwriters) severally,

Selected dealers agreement (US IPO)

Selected dealers agreement (US IPO)[insert name][insert name][insert name]Dear [insert text]:1Registration under the Securities Act 1933, as amended (the Act), of the [insert number] shares of the common stock, par value $[insert amount] per share (the Shares), plus the over-allotment option available to the Underwriters to purchase up to an additional [insert number] Shares, of [insert name] (the Company), as more fully described in the Preliminary Prospectus, dated [insert date], 20[insert year] and in the final prospectus (the Prospectus) which will be forwarded to you, will become effective in the near future. We, as the Underwriters, are offering certain of the Shares for purchase by a selected group of dealers (the Selected Dealers) on the terms and conditions stated herein.Authorised Public Offering Price: $[insert amount] per Share.Dealers' Selling Concession: Not to exceed $[insert amount] per Share payable upon termination of this Agreement, except as provided below. We reserve the right not to pay such concession on any of the Share purchased by any of the Selected Dealers from us and repurchased by us at or below the price stated above prior to such termination.Reallowance: You may reallow not in excess of $[insert amount] per Share as a selling concession to dealers who are members in good standing of the Financial Industry Regulatory Authority (the FINRA) or to foreign dealers who are not eligible for

Custodian instructions to transfer agent (US IPO)

Custodian instructions to transfer agent (US IPO)[CUSTODIAN LETTERHEAD][Insert name of transfer agent][Insert details of addressee][Insert details of addressee]Attention: [Insert name of individual]Dear [insert text]Reference is made to that certain Underwriting Agreement dated [date] (the Underwriting Agreement) by and among [insert company name], a [insert status of company] (the Company), the selling stockholders listed on Schedule [insert Schedule number] to the Underwriting Agreement (the Selling Stockholders), and [insert name of representative], as representative (the

Legal opinion-underwriter’s counsel (US IPO)

Legal opinion-underwriter’s counsel (US IPO)[[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 the purchase by you of [insert number of shares bought] shares of Common Stock (each a Share and collectively, Shares) of [insert name of issuing company], a [insert nature of issuing company](the Company), pursuant to that certain Underwriting Agreement dated [insert date] (the Underwriting Agreement), by and among the Company and the several underwriters named in Schedule [insert Schedule number] to the Underwriting Agreement (the Underwriters). This opinion is being furnished pursuant to Section [insert section of Underwriting Agreement] of the Underwriting Agreement. Unless otherwise defined herein, capitalised terms used herein shall have the meanings ascribed thereto in the Underwriting Agreement.In rendering the opinions contained herein, we have examined the following documents:1executed counterpart copies of the Underwriting Agreement;2the [Certificate OR Articles] of Incorporation of the Company, certified by the [insert name of certifying body], and the Bylaws of the Company, certified by the Secretary of the Company;3the records of the proceedings of the Board of Directors of the Company with respect to the authorisation of the transactions contemplated by the Underwriting Agreement;4a signed copy of the pre-effective Amendment No. [insert number] to the Registration Statement on Form S-1 (Registration No. [insert number]) with respect to the Shares declared

Cross-receipt (US IPO)

Cross-receipt (US IPO)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 Underwriting Agreement) among [name of party], a [insert nature of company] (the Company), and [insert name of party] (the Representative), as representative of the several underwriters named on Schedule [insert schedule number] to the Underwriting Agreement (collectively, the Underwriters), the Representative hereby acknowledges receipt of [insert number of shares] shares (the Shares) of the Company’s common stock,

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What is the process of bookbuilding?

What is the process of bookbuilding?Written in partnership with Nothando Malaba (Associate, Hogan Lovells International LLP) and Maegen Morrison (Partner, Hogan Lovells International LLP).What is bookbuilding?In the context of an initial public offering, 'bookbuilding' is the standard process by which the price and size of an issue of securities is set generally before the investment banks execute the underwriting agreement. It is usually held where there are institutional investors participating in the offering.The bookbuilding process is typically led by the global co-ordinator, acting on behalf of a syndicate of underwriters, who invites potential investors to submit binding (but revocable) bids for the securities on offer. During the marketing roadshow, potential investors will usually be provided with a pathfinder or ‘red-herring’ offer document and other marketing materials (eg investor presentations) that provide further information regarding the offer. Following the roadshow, investors bid for a number of securities at a certain price (usually within a range set by the global

Does a secondary offer have to be made by way of a pre-emptive offer of shares to existing shareholders?

Does a secondary offer have to be made by way of a pre-emptive offer of shares to existing shareholders?The most common types of secondary issue in the UK are rights issues, open offers and placings. Rights issues and open offers are pre-emptive public offers meaning that existing shareholders are given the right to participate in the offer pro rata to their existing shareholdings. Existing shareholders therefore have the opportunity to benefit from any discount to market price at which the new shares are offered and to avoid a dilution of their shareholdings.In contrast, placings are issues of new shares to selected subscribers only and existing shareholders are not given the right to participate (although major shareholders may often be included among the placees). For this reason greater restrictions are placed on the amount of new shares that may be issued and the discount at which they may be acquired. Placings are usually structured so that a prospectus is not required and the process may take place in a matter of days. They are therefore generally quicker and more straightforward to execute than public offers. Issues may sometimes combine a pre-emptive and non pre-emptive element, for example a placing and open offer involves both a placing of new securities with selected subscribers and a public offer to existing shareholders. The placed shares will either be

Does an insurance intermediary act as agent of the 'insurer' or agent of the 'insured' when distributing insurance products online under the following types of agreements with its insurer panel: a) standard 'Terms of Business' agreements (with no delegated authority), b) full Delegated Authority agreements? What would be the consequences of being found to be agent of the 'insured' and 'insurer' respectively eg liability, regulatory implications such as disclosures to customers under ICOBS? This would be in the context of the distribution of insurance rather than the collection and payment of premium (in the latter context the intermediary would act as the agent of the insurer).

Does an insurance intermediary act as agent of the 'insurer' or agent of the 'insured' when distributing insurance products online under the following types of agreements with its insurer panel: a) standard 'Terms of Business' agreements (with no delegated authority), b) full Delegated Authority agreements? What would be the consequences of being found to be agent of the 'insured' and 'insurer' respectively eg liability, regulatory implications such as disclosures to customers under ICOBS? This would be in the context of the distribution of insurance rather than the collection and payment of premium (in the latter context the intermediary would act as the agent of the insurer).Our Practice Note: The functions and duties of insurance brokers—policy placement provides guidance on these points. In particular,

What is space insurance?

What is space insurance?What is space insurance?Space insurance is specifically designed to cover the unique risks associated with travel into outer space. Space activities demand adequate insurance against losses including liability and property damage to spacecrafts. There is a potentially huge third party liability exposure for death or injury or damage to property arising out of the launch and operation of spacecrafts. Spacecraft insurance was initially written in the aviation market. However, with the increased demand for such insurance since the early 1980s, a dedicated space insurance market employing specialist underwriters emerged. To the extent that spacecraft insurance involves the insurance of a vehicle that passes through the airspace, it resembles, and is, in certain respects, modelled on aircraft or aviation insurance. See Practice Note: Use of insurance in aviation finance transactions. Thus, the risks associated with spacecraft operations may similarly be divided into the risk of loss or damage to the spacecraft or on-board equipment, and the risks of liability to third parties and occupants.The principal insurers in the space insurance market are in the US, France, UK, Germany, Switzerland, Japan and the UAE. In addition, substantial domestic insurance capacity may be available in other space-faring nations, for example, in China and Russia.What are the specific risks covered by space insurance?The risks arising out of the launch and operation of spacecrafts include injury,