US law

US law

This subtopic brings together materials on US law issues, grouped together according to subject matter.

US securities law issues in UK transactions

US securities law can impact on various capital markets transactions where there is a US element. See Practice Notes:

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Adding a US tranche to a public offer
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SAS 72 comfort letters in international securities offerings
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Regulation S—an introduction for non-US lawyers
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Marketing a initial public offer to QIBs in the United States of America—key considerations

Also, the following Practice Note considers factors and issues for overseas companies (including US issuers) looking to offer securities, including depositary receipts, in the UK: Overseas companies—options for a public offer of securities in the United Kingdom.

US IPOs and private offerings

For introductory guidance on the initial public offering (IPO) process in the United States, as well as guidance on private offerings, see the following Practice Notes (all of which are reproduced from Practical Guidance in the US:

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The US initial public offering process
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Managing the due diligence process for a US IPO
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Preparing

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Latest Corporate News

Corporate weekly highlights—21 November 2024

This week's edition of Corporate weekly highlights includes publication of Glass Lewis’ 2025 proxy voting policy guidelines, FCA Primary Market Bulletin 52 on issuers’ ability to identify and make public information that is inside information under MAR, HMT’s PISCES consultation response together with draft legislation to establish PISCES and HMT’s consultation on the value and use cases of a UK Green Taxonomy. Also included, are news of the adoption of the EU ESG Ratings Regulation and the announcement that EU due-diligence reporting duties are to be simplified through an ‘omnibus’ regulation.

Council adopts EU ESG Ratings Regulation

The Council of the EU has announced its adoption of the Regulation on the transparency and integrity of Environmental, Social and Governance (ESG) rating activities and amending the Sustainable Finance Disclosure Regulation (EU) 2019/2088 (EU SFDR) and the ESG Ratings Regulation (EU) 2023/2859. The Regulation will be published in the EU’s Official Journal (OJ) before entering into force 20 days later; it will apply 18 months later.

EMA publishes European Platform for Regulatory Science Research concept paper

The European Medicines Agency (EMA) has published a concept paper, proposing the establishment of a European Platform for Regulatory Science Research. The Platform aims to accelerate and advance regulatory science research and enhance the quality of research to improve regulatory practices and medicine development. The EMA has launched a consultation on the concept paper, which closes on 18 December 2024. The EMA has launched a consultation on the 2024 update to its Regulatory Science Research Needs (RSRN) initiative, which also closes on 18 December 2024. This consultation seeks input on research priorities to address gaps in regulatory science and improve medicine development and evaluation. The RSRN outlines research needs across four key areas: clinical research improvement, regulatory system evolution, leveraging technologies for specific medicine types, and advancing veterinary medicine regulation.

Glass Lewis publishes 2025 proxy voting policy guidelines

Glass Lewis has published its 2025 proxy voting policy guidelines for the US, UK, and Europe. The updated guidelines, effective from 1 January 2025, introduce significant policy updates, including board oversight of artificial intelligence (AI), shareholder meeting formats, and time-based awards. It also comprises guidance on evaluating shareholder proposals related to the use of AI technologies and environment, social, and governance issues. Glass Lewis intends to publish updates to its guidelines for additional local markets and thematic policy guidelines by mid-December 2024.