The following Corporate practice note provides comprehensive and up to date legal information covering:
This Practice Note provides practical guidance as to how offering participants can conduct the due diligence process in the context of a US private offering. Produced in partnership with Patrick J. Simpson, counsel at Perkins Coie's Business Group, with assistance from John R. Thomas, a partner in Perkins Coie's Business Group.
The concept of due diligence in securities offerings has its roots in sections 11 and 12 of the Securities Act 1933, as amended (Securities Act). The Securities Act, s 11(a) includes a civil liability offences in relation to registration statements that contain an untrue statement of a material fact or an omission of a material fact. The Securities Act, s 11(b)(3) provides an affirmative defence to a person (other than the issuer) who would otherwise be liable under the Securities Act, s 11(a), if the person can establish that he had, after reasonable investigation, reasonable ground to believe, and did believe, that the statements in the registration statement 'were true, and there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading'. The Securities Act 1933, s 12(a)(2) imposes liability on persons who sell securities by means of a communication that includes an untrue statement of a material fact or an omission of a material
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On 29 August 2015, the Prudential Regulation Authority (PRA) published the PRA Rulebook (Rulebook). The transition from the Handbook to the Rulebook was intended to benefit PRA-authorised firms, to access clearer and more concise rules. Alongside the Rulebook, supervisory statements and statements
On the disposition of a property (whether by way of conveyance, transfer or charge), the party making the disposition will normally provide a title guarantee which implies standard form covenants for title. A landlord may give a title guarantee when granting a lease, but this is rare in practice.
Who is a fiduciary?There is no comprehensive list of the relationships which give rise to the existence of fiduciary duties under common law. Some relationships are automatically fiduciary, eg those between trustee and beneficiary, solicitor and client, principal and agent, business partner and
What is quia timet relief?Injunctions are generally awarded where a party has already suffered a wrong. For guidance on injunctions generally, see Practice Note: Injunctions—guiding principles. However, an injunction may be sought before a party's rights have been infringed on the basis that they
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