Click here to download the Securities Finance 2019 report, published by Getting the Deal Through.

Jurisdictions covered

The following 15 jurisdictions are covered in this report:

Austria; Germany; India; Indonesia; Japan; Luxembourg; Monaco; North Macedonia; Norway; Qatar; Russia; South Africa; Switzerland; United Kingdom and United States.

Questions

The set of questions relating to the topic of securities finance and answered by the guide for each jurisdiction covered include:

Statutes and regulations

• • What are the relevant statutes and regulations governing securities offerings? Which regulatory authority is primarily responsible for the administration of those rules?

Public offerings

• • What regulatory or stock exchange filings must be made in connection with a public offering of securities? What information must be included in such filings or made available to potential investors?
• • What are the steps of the registration and filing process? May an offering commence while regulatory review is in progress? How long does it typically take for the review process to be completed?
• • What publicity restrictions apply to a public offering of securities? Are there any restrictions on the ability of the underwriters to issue research reports?
• • Are there any special rules that differentiate between primary and secondary offerings? What are the liability issues for the seller of securities in a secondary offering?
• • What is the typical settlement process for sales of securities in a public offering?

Private placings

• • Are there specific rules for the private placing of securities? What procedures must be implemented to effect a valid private placing?
• • What information must be made available to potential investors in connection with a private placing of securities?
• • Do restrictions apply to the transferability of securities acquired in a private placing? And are any mechanisms used to enhance the liquidity of securities sold in a private placing?

Offshore offerings

• • What specific domestic rules apply to offerings of securities outside your jurisdiction made by an issuer domiciled in your jurisdiction?

Particular financings

• • What special considerations apply to offerings of exchangeable or convertible securities, warrants or depositary shares or rights offerings?

Underwriting arrangements

• • What types of underwriting arrangements are commonly used?
• • What does the underwriting agreement typically provide with respect to indemnity, force majeure clauses, success fees and overallotment options?
• • What additional regulations apply to underwriting arrangements?

Ongoing reporting obligations

• • In which instances does an issuer of securities become subject to ongoing reporting obligations?
• • What information is a reporting company required to make available to the public?

Anti-manipulation rules

• • What are the main rules prohibiting manipulative practices in securities offerings and secondary market transactions?

Price stabilisation

• • What measures are permitted in your jurisdiction to support the price of securities in connection with an offering?

Liabilities and enforcement

• • What are the most common bases of liability for a securities transaction?
• • What are the main mechanisms for seeking remedies and sanctions for improper securities activities?