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  • iflr-mom.gif
    Who's the expert?
    A recent UK case highlights the problems of using expert determination in contracts
    March 01 2007
  • Great Wall Street
    The final stage of banking reform presents multiple opportunities for foreign law firms
    March 01 2007
  • Now even easier
    Changes to Irish law have made it both cheaper and quicker to organize securitizations
    March 01 2007
  • russia-bear1.jpg
    It's behind you
    The potential reach of Russian legislation on cross-border deals is longer than you think
    March 01 2007
  • Chavez insurance
    How project finance investors should protect themselves against politics in Latin America
    March 01 2007
  • tick.gif
    Annex A: Non-financial disclosure requirements of Forms F-1, F-3 and Form 20-F
    This checklist summarizes the non-financial disclosures required by Forms F-1, F-3 and Form 20-F (when used either as a registration statement or an annual report). Issuers eligible to use Form F-3 are generally permitted to incorporate much of this non-financial information by reference to the issuer's annual report on Form 20-F. In addition, certain non-IPO issuers may incorporate this information into Form F-1.
    March 01 2007
  • Chapter 12: Other relevant statutes
    US Investment Company Act of 1940 The Investment Company Act and the SEC's rules and regulations thereunder establish a comprehensive set of registration and reporting requirements for investment companies. The Investment Company Act's definition of "investment company" is broad. As a result, foreign private issuers that view themselves as operating companies rather than investment companies can nevertheless trigger the Investment Company Act.
    March 01 2007
  • Chapter 11: Communications with research analysts, investors and the public
    As a general matter, there is no duty under the US federal securities laws to disclose material information unless an applicable rule or regulation specifically requires disclosure.[816] A foreign private issuer's duty to disclose may arise in situations such as:
    March 01 2007
  • Chapter 9: Cross-border tender and exchange offers - the Tier I and Tier II exemptions
    Tender offers, exchange offers and business combinations involving a non-US target with US securities holders potentially trigger a variety of provisions of the US federal securities laws.[696] Depending principally on the level of US ownership of the target, certain exemptions from this regulatory scheme (known as the Tier I and Tier II exemptions) may be available.[697] We summarize below the requirements and scope of the Tier I and Tier II exemptions, as well as the related exemption from Rule 14e-5.
    March 01 2007
  • Chapter 3: Restrictions on publicity in connection with registered transactions
    The regime governing communications during public securities offerings in the US Section 5(c) of the Securities Act prohibits all "offers", in whatever form, prior to the filing of a registration statement. The term offer is interpreted broadly.
    March 01 2007
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