The following Corporate guidance note Produced in partnership with John Satory of Paul, Weiss, Rifkind, Wharton & Garrison LLP provides comprehensive and up to date legal information covering:
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 investors in the United States of America (US), including:
the available exemptions from SEC registration
the factors that drive disclosure
other regulatory considerations that impact on who can or will purchase the offered securities, eg:
the US Investment Company Act of 1940
the Employee Retirement Income Security Act of 1974
US tax rules
the US Securities Exchange Act of 1934
the financial intermediaries that are able to offer the securities in the United States
whether the US investors expect to hold the securities of the non-US issuer directly or in the form of American Depositary Receipts
the restrictions that need to be imposed on publicity
the role of any US advisers
A company and its advisers may carry out a placement of securities in the US in various ways, eg:
an offer into the US market, side-by-side with a public offer in the UK and/or other European markets
a rights issue in which there are substantial US shareholders, or where there is a desire to sell to US persons as part of a standby underwriting commitment
a private placement to US persons, either alone or together with a UK and/or European issue
a M&A-related securities
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