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  • 1.

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

  • 2.

    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.

    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.

    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.

    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.

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

  • 8.

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

  • 9.

    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.

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

  • 11.

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

  • 12.

    What types of underwriting arrangements are commonly used?

  • 13.

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

  • 14.

    What additional regulations apply to underwriting arrangements?

  • 15.

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

  • 16.

    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.

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

  • 19.

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

  • 20.

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

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Nagashima Ohno & Tsunematsu is the first integrated full-service law firm in Japan and one of the foremost providers of international and commercial legal services based in Tokyo. The firm’s overseas network includes offices in New York, Singapore, Bangkok, Ho Chi Minh City, Hanoi and Shanghai, associated local law firms in Jakarta and Beijing where our lawyers are on site, and collaborative relationships with prominent local law firms throughout Asia and other regions.

View more information about Nagashima Ohno & Tsunematsu

JP Tower, 2-7-2 Marunouchi
T: +81 3 6889 7532
F: +81 3 6889 8532


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