Charles Farnsworth

This Practice Note explains 10b-5 letters delivered to underwriters by issuers’ and underwriters' counsel in connection with offerings of securities in the United States and covers: (1) US federal securities law liability and the due diligence defence, (2) contents of a 10b-5 letter (definition of scope of offering documentation, description of scope of activities undertaken, disclaimer of independent verification, negative assurance and exclusions),and (3) impact of 10b-5 letters on non-SEC-registered securities offerings.

This Practice Note provides an overview of the role of the entities acting as underwriters/managers in an issuance of debt securities in the capital markets (particularly an international offering to investors in multiple countries, including the US). It includes an overview of underwriting and managers' responsibilities, a description of the key transaction documents to which they are typically a party and a summary of certain risks faced by managers in an offering of debt securities.

This Practice Note provides information and practical guidance on English law subscription agreements to lawyers advising first time issuers of debt securities and covers: (1) what a subscription agreement is (2) who signs a subscription agreement and when (3) the key terms found in a subscription agreement (4) the key areas of negotiation in a subscription agreement and (5) how and when amendments may be made to a subscription agreement