Norton Rose Fulbright

This Practice Note has been archived and is not maintained. It was produced in partnership with Mark Craggs of Norton Rose Fulbright and looks at the insolvency of Monarch Airlines and considers the issues that arose.

Produced in partnership with Thomas Vita of Norton Rose Fulbright. The US Securities and Exchange Commission Rule 144A has been in effect since April 1990. This Practice Note looks at the main legal considerations when deciding whether to include a so-called 'Rule 144A tranche' in a company's Main Market initial public offer (IPO). It also looks at other matters that arise when a company is deciding whether to access the US market by offering and selling the shares to 'qualified institutional buyers' as defined in Rule 144A in connection with its Main Market IPO.

The EU Foreign Subsidies Regulation creates a new regime and provides the European Commission with powers to intervene to tackle foreign subsidies distorting competition in the EU internal market. This Practice Note provides an overview of the EU’s regime for M&A transactions. It sets out the key elements relating to the regime, including the mandatory notification and approval requirements for acquisitions of significant EU businesses, the European Commission’s ability to conduct its own investigations into potentially problematic foreign subsidies.

This Practice Note provides an overview of the key provisions and mechanisms commonly used by buyers and sellers to allocate and manage risk in oil and gas sector sale and purchase agreements (SPAs). It includes discussion of risk allocation in oil and gas transaction warranties, indemnities and interim period covenants, including typical oil and gas SPA warranty and indemnity claim time limitations and financial thresholds.

The EU Foreign Subsidies Regulation creates a new regime and provides the European Commission with powers to intervene to tackle foreign subsidies distorting competition in the EU internal market. This Practice Note provides an overview of the EU’s regime for public tender processes. It sets out the key elements relating to the regime, including the mandatory notification and approval requirements for public tender processes and he European Commission’s ability to conduct its own investigations into potentially problematic foreign subsidies.

Produced in partnership with Thomas Vita of Norton Rose Fulbright. This Practice Note briefly summarises the key provisions of Regulation S of the US Securities Act 1933 as well as the practical implications of relying on Regulation S for English and other non-US lawyers; it is not intended to be a comprehensive discussion of Regulation S.

Sustainability-linked bonds (SLBs) are bonds whereby the proceeds from the issuance are not ring-fenced to green or sustainable purposes (unlike ‘use of proceeds’ green bonds or sustainable bonds) and may be used for general corporate purposes or other purposes. Instead, the SLBs are linked to the performance of certain key performance indicators in achieving pre-defined sustainability performance targets, and depending on whether this is achieved, certain characteristics of the SLBs may vary (for example, coupon ratchet). Therefore, issuers are committing explicitly to future improvements in sustainability outcomes with a pre-defined timeline. SLBs are a forward-looking performance-based instrument. The Sustainability-linked Bond Principles (SLBPs) have been published by ICMA and constitute recommended best practice in order to promote market integrity and transparency in sustainable finance. This Practice Note sets out what an SLB is, describes the SLBPs and how they work and what the future looks like for SLBs.