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  • 1.

    What types of debt securities offerings are typical, and how active is the market?

  • 2.

    Describe the general regime for debt securities offerings.

  • 3.

    Give details of any filing requirements for public offerings of debt securities. Outline any requirements for debt securities that are not applicable to offerings of other securities.

  • 4.

    In a public offering of debt securities, must the issuer produce a prospectus or similar documentation? What information must it contain?

  • 5.

    Describe the drafting process for the offering document.

  • 6.

    Which key documents govern the terms and conditions of the debt securities? Who are the parties to such documents? How can such documents be accessed?

  • 7.

    Does offering documentation require approval before publication? In what forms should it be available?

  • 8.

    Are public offerings of debt securities subject to review and authorisation? What is the time frame for approval? What are the restrictions imposed, if any, on the issuer and the underwriters during the review process?

  • 9.

    On what grounds may the regulators refuse to approve a public offering of securities?

  • 10.

    How do the rules differ for public and private offerings of debt securities? What types of exemptions from registration are available?

  • 11.

    Describe the public offering process for debt securities. How does the private offering process differ?

  • 12.

    What are the usual closing documents that the underwriters or the initial purchasers require in public and private offerings of debt securities from the issuer or third parties?

  • 13.

    What are the typical fees for listing debt securities on the principal exchanges?

  • 14.

    How active is the market for special debt instruments, such as equity-linked notes, exchangeable or convertible debt, or other derivative products?

  • 15.

    What rules apply to the offering of such special debt securities? Are there any accounting implications that the issuer should be aware of?

  • 16.

    What determines whether securities are classed as debt or equity? What are the implications for instruments categorised as equity and not debt?

  • 17.

    Are there any transfer restrictions or other limitations imposed on privately offered debt securities? What are the typical contractual arrangements or regulatory safe harbours that allow the investors to transfer privately offered debt securities?

  • 18.

    Are there special rules applicable to offering of debt securities by foreign issuers in your jurisdiction? Are there special rules for domestic issuers offering debt securities only outside your jurisdiction?

  • 19.

    Are there any arrangements with other jurisdictions to help foreign issuers access debt capital markets in your jurisdiction?

  • 20.

    What is the typical underwriting arrangement for public offerings of debt securities? How do the arrangements for private offerings of debt securities differ?

  • 21.

    How are underwriters regulated? Is approval required with respect to underwriting arrangements?

  • 22.

    What are the key transaction execution issues in a public debt offering? How is the transaction settled?

  • 23.

    How are public debt securities typically held and traded after an offering?

  • 24.

    Describe how issuers manage their outstanding debt securities.

  • 25.

    Are there any reporting obligations that are imposed after offering of debt securities? What information would be included in such reporting?

  • 26.

    Describe the liability regime related to debt securities offerings. What transaction participants, in addition to the issuer, are subject to liability? Is the liability analysis different for debt securities compared with securities of other types?

  • 27.

    What types of remedies are available to the investors in debt securities?

  • 28.

    What sanctioning powers do the regulators have and on what grounds? What are the typical results of regulatory inquiry or investigation?

  • 29.

    What are the main tax issues for issuers and bondholders?

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Vieira de Almeida (VdA) is a leading international law firm with more than 40 years of history, recognised for its impressive track record and innovative approach in corporate legal services. The excellence of its highly specialised legal services covering several sectors and practice areas that enables VdA to overcome the increasingly complex challenges faced by its clients.

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