The following Banking & Finance practice note Produced in partnership with Charles Farnsworth of Baker McKenzie and Adam Farlow of Baker McKenzie provides comprehensive and up to date legal information covering:
A 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.
In 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 issuer and
**Trials are provided to all LexisPSL and LexisLibrary content, excluding Practice Compliance, Practice Management and Risk and Compliance, subscription packages are tailored to your specific needs. To discuss trialling these LexisPSL services please email customer service via our online form. Free trials are only available to individuals based in the UK. We may terminate this trial at any time or decide not to give a trial, for any reason. Trial includes one question to LexisAsk during the length of the trial.
To view the latest version of this document and thousands of others like it, sign-in to LexisPSL or register for a free trial.
Existing user? Sign-in
Take a free trial
The principle of transferred maliceIf a person has a malicious intent towards X and, in carrying out that intent, injures Y, he is guilty of an offence. So, if D shoots at A with intent to kill him but kills B by mistake it is murder; the mistake as to the identity of the victim is irrelevant as D
What is a res judicata?A res judicata is a decision given by a judge or tribunal with jurisdiction over the cause of action and the parties, which disposes, with finality, of a matter decided so that it cannot be re-litigated by those bound by the judgment, except on appeal.Final judgments by
Commercial Property Standard Enquiries (CPSEs) are industry standard pre-contract enquiries used in commercial property transactions. CPSEs are endorsed by the British Property Federation and are free to use. The CPSEs include specific environmental enquiries at enquiry 15 and there are several
This Practice Note discusses the common law doctrine of privity of contract; the equitable and statutory exceptions to it; how the doctrine affects enforcing a contract against a third party and what happens when, notwithstanding the lack of privity, a contract has an indirect effect on a third
0330 161 1234
To view our latest legal guidance content,sign-in to Lexis®PSL or register for a free trial.