The following Corporate practice note provides comprehensive and up to date legal information covering:
This Practice Note provides an overview of the purpose, content and scope of a comfort letter prepared by the auditors of a company preparing to offer its shares to the public in the context of a US initial public offering (IPO). Produced in partnership with Thomas France, a partner in the Corporate Transactional group of Venable LLP.
In connection with the due diligence process, the underwriters will obtain a 'comfort letter' from the company’s auditors regarding the financial information contained in the prospectus and registration statement. The underwriting agreement will require the company to procure the auditors to deliver the comfort letter to the underwriters as a condition to closing and the company will engage the auditors to prepare the comfort letter. Underwriters’ counsel typically will negotiate the content of the comfort letter directly with the auditors, but will keep the company and its counsel informed about the negotiation of the comfort letter and any issues that may arise.
The form and content of the comfort letter follows guidance contained in AS 6101 (formerly AU Section 634 and before that, the Statement on Auditing Standards number 72). In the comfort letter, the auditor identifies the financial statements of the company that it has audited and affirms its independence from the company
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What is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as including:•the company’s articles of association, and•any resolutions and agreements affecting a company’s constitutionThe CA 2006 definition of 'constitution' is not exhaustive and also
BREXIT: As of exit day (31 January 2020), the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has entered an implementation period, during which it continues to be subject to EU law. This has an impact on this Practice Note. For further guidance on
This Precedent letter covers disclosure obligations under CPR 31. It does not apply to proceedings subject to the disclosure pilot scheme under CPR PD 51U. For guidance on the disclosure pilot scheme, see Practice Note: Business and Property Courts—the disclosure pilot scheme. For a client letter on
This Practice Note considers the legal concept of mistake in contract law. It examines common mistake, mutual mistake, unilateral mistake, mistake as to identity and mistake as to the document signed (non est factum). It also considers the impact of each of these types of mistake on the contract and
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