The following Corporate practice note Produced in partnership with Peter Kohl of Hogan Lovells International LLP provides comprehensive and up to date legal information covering:
The 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 The Statement on Auditing Standards 72 has now been superseded by AU Section 634, Letters for Underwriters and Certain Other Requesting Parties (AU 634).
The 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'
'to state a material fact required to be stated therein or necessary to make the statements therein
**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
Practical completion marks the end of the construction period of a project, when the works are 'finished' and the employer can occupy and/or use them. Practical completion also typically marks the start of the defects liability period/maintenance period.As explained below, practical completion is an
BREXIT: UK is leaving EU on Exit Day (as defined in the European Union (Withdrawal) Act 2018). This has an impact on this Practice Note. For further guidance on the impact of Brexit on e-money requirements, see Practice Note: Impact of Brexit: Payment services and electronic money directives—quick
What is QOCS?Qualified one-way costs shifting (QOCS) was introduced on 1 April 2013 as part of the Jackson costs reforms following the removal of a claimant’s right to recover additional liabilities from the defendant, ie success fees and after the event (ATE) insurance premiums. The relevant CPR
Company directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration for services as a director or to reimbursement of expenses incurred in rendering such services. Power to pay directors remuneration for their services will need to be
0330 161 1234
To view our latest legal guidance content,sign-in to Lexis®PSL or register for a free trial.