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  • 1.

    Laws and regulations
    What are the relevant statutes and regulations governing securities offerings? Which regulatory authority is primarily responsible for the administration of those rules?

  • 2.

    Mandatory filings
    What regulatory or stock exchange filings must be made in connection with a public offering of securities? What information must be included in such filings or made available to potential investors?

  • 3.

    Review of filings
    What are the steps of the registration and filing process? May an offering commence while regulatory review is in progress? How long does it typically take for the review process to be completed?

  • 4.

    Publicity restrictions
    What publicity restrictions apply to a public offering of securities? Are there any restrictions on the ability of the underwriters to issue research reports?

  • 5.

    Secondary offerings
    Are there any special rules that differentiate between primary and secondary offerings? What are the liability issues for the seller of securities in a secondary offering?

  • 6.

    What is the typical settlement process for sales of securities in a public offering?

  • 7.

    Specific regulation
    Are there specific rules for the private placing of securities? What procedures must be implemented to effect a valid private placing?

  • 8.

    Investor information
    What information must be made available to potential investors in connection with a private placing of securities?

  • 9.

    Transfer of placed securities
    Do restrictions apply to the transferability of securities acquired in a private placing? And are any mechanisms used to enhance the liquidity of securities sold in a private placing?

  • 10.

    Specific regulation
    What specific domestic rules apply to offerings of securities outside your jurisdiction made by an issuer domiciled in your jurisdiction?

  • 11.

    Offerings of other securities
    What special considerations apply to offerings of exchangeable or convertible securities, warrants or depositary shares or rights offerings?

  • 12.

    Types of arrangement
    What types of underwriting arrangements are commonly used?

  • 13.

    Typical provisions
    What does the underwriting agreement typically provide with respect to indemnity, force majeure clauses, success fees and overallotment options?

  • 14.

    Other regulations
    What additional regulations apply to underwriting arrangements?

  • 15.

    Applicability of the obligation
    In which instances does an issuer of securities become subject to ongoing reporting obligations?

  • 16.

    Information to be disclosed
    What information is a reporting company required to make available to the public?

  • 17.

    What are the main rules prohibiting manipulative practices in securities offerings and secondary market transactions?

  • 18.

    Permitted stabilisation measures
    What measures are permitted in your jurisdiction to support the price of securities in connection with an offering?

  • 19.

    Bases of liability
    What are the most common bases of liability for a securities transaction?

  • 20.

    Remedies and sanctions
    What are the main mechanisms for seeking remedies and sanctions for improper securities activities?

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