10b-5 Letters


Summary

This practice note discusses 10b-5 letters (also commonly referred to as negative assurance letters), focusing on customary exclusions from and qualifications to 10b-5 letters, particularly for financial and statistical information. The underwriting agreement for a registered public offering of securities, or its equivalent for an exempt offering, usually requires counsel to provide certain assurances to the underwriters or other financial intermediaries regarding the disclosure in the offering document(s), which attorneys for the issuer and for the underwriters provide in their respective 10b-5 letters. 10b-5 letters are addressed solely to underwriters (or other financial intermediaries) as a closing condition in securities offerings. This practice note provides practical guidance for counsel preparing and negotiating 10b-5 letters.