Top 10 Practice Tips: International Securities Offerings

Summary

This Top 10 Practice Tips covers international securities offerings, which are offerings that not only cross borders, but also implicate more than one securities regulatory regime. These types of offerings are typically made by non-U.S. issuers in one or more markets outside the United States with offers in the United States as well (U.S. tranche). Many, though not all, of these offerings will be characterized in short-hand as having a so-called 10b-5 process (by reason of the fact that the underwriters will expect disclosure letters from U.S. counsel tied to the antifraud standard set forth in Rule 10b-5 under the Securities Exchange Act of 1934 (Exchange Act)) and will involve two sets of counsel for each of the issuer and the underwriters, who may or may not be working in the same law firm.