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Disclosure and Due Diligence in International Capital Markets

Disclosure and Due Diligence in International Capital Markets

作者： Roger Wedderburn-Day
出版商： Jordan Publishing
ISBN: 9781846619595
出版时间 August 2014
规格： Paperback , 300 pages
适应领域： International ? 免责申明：
Countri(es) stated herein are used as reference only

List Price: ￥1,162.04

￥1,127.18 Save ￥34.86 (3%)

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The ultimate guide to disclosure and due diligence in relation to international debt and equity offerings.

This important new book discusses disclosure and due diligence in relation to offerings of debt and equity securities in the international capital markets. It is primarily intended as a practical guide to assist lawyers who are asked to draft a description of a new issuer, starting with a blank piece of paper. It will be an equally useful guide to a lawyer or investment banker who is asked to review and comment on a draft description of a new issuer.

In addition, the disclosure discussion in Parts 1 and 2 will be of interest to new issuers. The due diligence and liability discussions in Parts 3 and 4 will be of interest to all issuers, investment banks and other professionals in the context of their potential liability for inadequate disclosure under, and the due diligence defences afforded to them by, English law.

From a regulatory perspective, there has been a clear trend in the international capital markets towards requiring more and better disclosure. In addition to this, lawyers practising in this area need to develop the ability to write good disclosure. If practitioners in this area do not have the necessary skills, there is a high risk this could increase the potential liability to both the practitioner and client.

The book aims to address this requirement by providing practical guidance on how to draft the relevant sections of the offering document with a clear explanation of regulations and potential liabilities.
Foreword
Preface
Introduction

Part 1 – Disclosure
Chapter 1: The Business Description – Struicture and Preparation
Chapter 2: The Business Description- Content
Chapter 3: The Financial Review
Chapter 4: Risk Factors
Chapter 5: Style

Part 2 – Regulatory Requirements Relating to Disclosure
Chapter 1: Overview of Prospectus Directive Regulated Market Requirements
Chapter 2: Corporate Issuer Disclosure
Chapter 3: Guarantors
Chapter 4: Specialist Issuers
Chapter 5: Pro Forma Information
Chapter 6: Summaries
Chapter 7: States and Public International Bodies
Chapter 8: Exchange-regulated Markets
Chapter 9: Supplements

Part 3 – Due Diligence
Chapter 1: Applicable Guidance
Chapter 2: Financial Due Diligence
Chapter 3: Legal Due Diligence
Chapter 4: Business Due Diligence
Chapter 5: US Cases

Part 4 – Potential Liability
Chapter 1: Statutory Liability under Part VI of the FSMA
Chapter 2: Statutory Liability under Section 89 of the Financial Services Act 2012
Chapter 3: Contractual Liability
Chapter 4: Tortious Liability
Roger Wedderburn-Day, Partner, Allen & Overy
Roger has worked in the capital markets department at Allen & Overy for more than 25 years. He has been a partner in the firm since 1994. In his time at Allen & Overy, Roger has worked on a wide range of debt and equity capital markets transactions, including eurobond issues, programme establishments, privatisations, other international equity offerings and equity-linked issues. Roger also worked on some of the earliest international Islamic securities offerings. Roger has played a central role on numerous innovative and market first transactions, including advising on debut international capital markets financings by a range of Governments and central banks (including Abu Dhabi, Bahrain, Czechoslovakia, the Czech Republic, Estonia, Iran, Latvia, Lithuania, Ras Al Khaimah and the Slovak Republic), cities (including Bratislava, Prague, Sofia and Tallinn), and a wide range of banks and other corporates. A large proportion of Roger’s transactions have involved either preparing or reviewing disclosure for first time issuers.

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