A Best Practices Checklist for Issuers of Securities — Featuring the Dark Arts, Magic & Million-Dollar Questions

Introduction: Revisiting the Dark Arts (Or Where Part 1 Left Off..)

Bringing the “Magic” to Securities Laws [Is that even possible?]

  • What you say and what you don’t say
  • Who you say it to
  • How you say it
  • When you say it
  • MUST BE “true, accurate and not misleading”
  • MUST HAVE “all information necessary to enable investors to make an informed assessment of the issuer and the rights attaching to the securities
  • MUST NOT “make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading

Bonus Freebie 1: Do I Need Lawyers to Draft My Disclosure Document?

Bonus Freebie 2: When Do I Need “Local” Counsel on my securities offering?

  • jurisdictions which are known to be “difficult” and/or have active securities regulators (eg. the United States by dint of both its extra-territorial laws and its proactive securities regulator in the form of the SEC);
  • jurisdictions where a business has a more proximate exposure to a regulator (eg. its jurisdiction of incorporation); and/or
  • jurisdiction in which the issuer proposes to conduct extensive marketing reach-outs.

Coming Up Next

Checklist To Review the Content of Your Disclosure Document(s)

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Pooja Sinha

A global deal lawyer running her practice from Singapore. Recently caught the lockdown writing bug. LinkedIn: https://sg.linkedin.com/in/pooja-sinha-singapore.