Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters or financial advisors, are likely to face? This book was written to help answer that question. Our aim is to help the FPIs of the world and their investment bankers understand better the regulatory regime applicable to capital-raising activities in the United States.

US regulation of securities offerings is quite complex and may appear overwhelming to an issuer accessing the US capital markets for the first time. In order to make the maze of US regulations a bit more manageable, we have chosen in this book to focus only on those aspects of US law that, in our experience, are most relevant to US capital markets transactions involving non-US companies. Taking this approach means we have had to be selective – for example, we do not address the separate regimes that apply to offerings by certain Canadian-domiciled issuers, non-US governments, and registered investment companies. And we do not attempt to provide a detailed analysis of every legal issue or every regulatory regime (such as, for example, those that may apply to companies engaged in business in highly regulated areas like banking, communications, or utilities) that a non-US company may face. But we think our approach strikes the appropriate balance between a simple issues outline and a typical multi-volume treatise and, as such, hope you will find this book to be a useful – and more user-friendly – resource for those wishing to enter and navigate these waters.