Academic journal article Business Law International

Disclosure and Due Diligence in the International Capital Markets

Academic journal article Business Law International

Disclosure and Due Diligence in the International Capital Markets

Article excerpt

Disclosure and Due Diligence in the International Capital Markets Roger Wedderburn-Day Jordan Publishing (2014); 300 pages; £100 (paperback), £90 (ePDF and ePub); ISBN: 978 1 84661 959 5.

This handbook will be useful to any practitioner involved in the drafting of security offering documents (particularly for non-United States issuances). It is primarily intended as a practical legal drafting guide for international security offerings (chiefly those under the European Economic Area (EEA) and the United Kingdom) - otherwise known to US lawyers as Regulation S offerings (ie, those offerings exempted from the US Securities Act, given they are conducted outside the US). However, the book often references US case law and regulation (given it is more thorough and comprehensive in this field), in view of providing guidance where it is otherwise unavailable, or as prospective guidance in the increasingly regulated international capital markets. The law stated is as of 1 May 2014.

The book is divided into four parts, covering the following topics:

1. disclosure;

2. regulatory requirements relating to disclosure;

3. clue diligence; and

4. potential liability.

In the first part, Wedderburn-Day covers major sections of disclosure typically included in securities offering documents (eg, issuer's business activities, description of financial position and issuer risk), discussing best practice for both guiding the general process and drafting. …

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