Prospectus

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Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

New SEC And PCAOB Proposals Related To Audit Committee Disclosure And Audit Quality

OVERVIEW - On July 1, 2015, the US Securities and Exchange Commission (SEC) issued a concept release relating to its audit committee reporting requirements. This release references two Public Company Accounting Oversight...more

A User's Guide to Volcker Rule Complexities

Increasingly, we receive questions from prospective investors in covered bonds on whether an investment is prohibited or limited under the Volcker Rule, which was adopted by the various agencies under section 619 of the...more

Coming to America – A Guide for FPIs

In this Issue: - The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - Chapter 1: Background - Chapter 2: Unregistered Global Offerings – Regulation S, Rule 144A and...more

CSA Announces Amendments to National Instrument (NI) 45-106

On February 19, 2015, the Canadian Securities Administrators (“CSA”) announced the adoption of changes to the accredited investor and minimum amount investment prospectus exemptions, among other changes. The amendments are...more

Securities Regulators in British Columbia, New Brunswick and Saskatchewan Propose Prospectus Exemption for Certain Distributions...

On April 16, 2015, the securities regulatory authorities in British Columbia, New Brunswick and Saskatchewan (the Participating Jurisdictions) published Multilateral CSA Notice 45-315 Proposed Prospectus Exemption for Certain...more

Governance & Securities Law Focus: Europe Edition, April 2015

In this issue: - Adoption of Action Plan on Company Law and Corporate Governance - European Commission Green Paper: Building a Capital Markets Union - European Commission Publishes Consultation Paper on...more

Capital Markets Union – Hit or Miss?

Key Points - • Green Paper on Capital Markets Union (CMU Green Paper) and Consultation on Prospectus Directive Review (PD Consultation) • Consultation Period runs until 13 May 2015 • Prospectus Directive...more

CJEU Rules On Jurisdiction In Prospectus Liability Claim

The Court of Justice of the European Union (Fourth Chamber) has ruled on jurisdiction in a prospectus liability claim, concerning index certificates issued by a UK bank, and purchased by an Austrian investor (consumer) via a...more

Orrick's Financial Industry Week in Review

Court Approves RMBS Settlement, Rejecting Institutional Investors' Attempts to Scuttle It - On March 12, Judge Katherine B. Forrest of the United States District Court for the Southern District of New York approved a $69...more

Prospectus Directive: Commission Consultation

On February 18, 2015, the European Commission published a consultation paper on the review of the Prospectus Directive (2003/71/EC). Matters on which the Commission seeks views include: When a prospectus is needed....more

Structured Thoughts - Volume 6 , Issue 2 - March 2015

In This Issue: - FCA Publishes Thematic Review on Structured Product Development and Governance - EU Commission Review of Prospectus Directive - SEC Issues Investor Bulletin Relating to Structured Notes -...more

The “Long Arm” Of Section 2115 May Be Shorter Than Some Believe

Recently, I came across a prospectus that included a description of California Corporations Code Section 2115 under the caption “Description of Capital Stock”. The description began...more

A European Prospectus Revolution?

The EU prospectus regime, based on Directive 2003/71/EC (the “Prospective Directive”) as amended, has been in place now for nearly 10 years and was due to be reviewed by the European Commission by 1 January 2016. However, the...more

CSA Announce Amendments to Accredited Investor, Minimum Amount and Short-Term Debt Prospectus Exemption Rules

On February 19, 2015, the Canadian Securities Administrators (CSA) announced amendments to National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106), which are expected to come into force this spring....more

FINRA Sanctions Member Firm for Failure to Deliver ETF Prospectuses

FINRA recently sanctioned a broker-dealer (the “Firm”) for failure to deliver prospectuses in connection with its sale of ETFs. FINRA also found that the Firm failed to implement a supervisory system reasonably designed to...more

When Do You Need Acquired Business Financials in a Prospectus?

General Rule: Your prospectus must include (or incorporate by reference) financial statements for a significant acquisition of a business that has closed 75 days or more before the offering. Significant means above 20% on any...more

Governance & Securities Law Focus: Latin America Edition

In this issue: - US DEVELOPMENTS - SEC Developments - PCAOB Adopts Auditing Standard and Amendments - Noteworthy US Securities Law Litigation - Recent SEC/DOJ Enforcement Matters...more

Governance & Securities Law Focus: Europe Edition

In this issue: - EU DEVELOPMENTS - Statutory Audit Directive and Regulation Published in Official Journal - Council Adopts Intra-Corporate Transferees Directive - ESMA Publishes Consultation and...more

SEC Staff Provides Guidance on Summary Section of Mutual Fund Prospectuses

The staff of the SEC’s Division of Investment Management issued IM Guidance Update No. 2014-8 (the “Guidance Update”) to provide guidance based on comments the Division has provided on the information required to be presented...more

SEC Staff Warns Against “Disclosure Creep”

The staff of the SEC’s Division of Investment Management warned against “disclosure creep” invading fund prospectuses in regulatory guidance posted in June 2014....more

Debt Capital Markets in 19 Jurisdictions Worldwide - 2014: Cyprus

1 What types of debt securities offerings are typical, and how active is the market? Debt securities are typically offered in the Cypriot market in the form of corporate bonds, and usually take the form of fixed rate...more

Rely Only on This Prospectus . . . Unless We Left Something Out

In a little-noticed part of a December 2013 opinion in the multidistrict Facebook IPO litigation, U.S. District Judge Robert Sweet ruled that plaintiffs could use prospectus language once thought to be a shield against...more

Governance & Securities Law Focus: Europe Edition, April 2014

In this issue: - EU Developments - German Developments - UK Developments - Us Developments - Excerpt from EU Developments - European Commission Proposes to Introduce Shareholder "Say...more

Crowdfunding and Other New Prospectus Exemptions Proposed by the Ontario Securities Commission

On March 20, 2014, the Ontario Securities Commission (OSC) published for public comment four new prospectus exemptions intended to facilitate capital raising while maintaining investor protection. The proposed exemptions...more

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