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The first public sale of a company's equity (shares) resulting in a quoted stock price on a securities exchange.
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FCA consultation paper tracker—2017 [Archived] This tracker sets out the consultation papers published by Financial Conduct Authority (FCA) in 2017, along with the publication of any subsequent rules and guidance. For details of FCA consultation papers from other years, see: FCA consultation paper tracker. For details of Prudential Regulation authority (PRA) and Financial Services Authority (FSA) consultation papers, see: • PRA consultation paper tracker • FSA consultation paper tracker [Archived] Topic area Consultation Paper Description Publication date End of consultation period Policy Statement/ Handbook Notice Payment systems and services CP17/44: PSR regulatory fees The Payment Systems Regulator (PSR) and the FCA published a consultation and decision paper setting out their policy decision on the way they will collect PSR regulatory fees in 2018/19 and in subsequent years, and consulting further on the proposed fees allocation method. 15 December 2017 26 January 2018 Handbook Notice 53 (23 March 2018)CP18/8 (23 March 2018) Consumer credit, mortgage and home finance CP17/43: Credit card market study: Persistent debt...
Ireland—Checklist: practical first steps if your company is considering borrowing money Constitutional and other documents Check the borrower’s constitutional and other documents to first establish that: • the borrower has the requisite power under its constitutional documents (ie company constitution or partnership deed etc) to borrow and give security, and • no other agreement entered into by the borrower would prohibit or otherwise restrict the borrower from new/additional borrowing or granting security (see negative pledge language in other financing, leasing or security documents) Lessons learned Once the borrower’s power and authority have been established, it is useful to locate and review any existing loan documentation for lessons learned, to establish what works for the company (and where applicable, the wider group of companies) (don’t re-invent the wheel!), what doesn’t work (don’t perpetuate known problems), and what could be improved. Everyone can be wise with the benefit of hindsight. Consult the COO and CFO (as a minimum). Ask the following questions: • who are the existing lenders to the business? What...
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Comfort letters in a US IPO This Practice Note provides an overview of the purpose, content and scope of a comfort letter prepared by the auditors of a company preparing to offer its shares to the public in the context of a US initial public offering (IPO). Produced in partnership with Thomas France, a partner in the Corporate Transactional group of Venable LLP. What is a comfort letter and why is it required? In connection with the due diligence process, the underwriters will obtain a 'comfort letter' from the company’s auditors regarding the financial information contained in the prospectus and registration statement. The underwriting agreement will require the company to procure the auditors to deliver the comfort letter to the underwriters as a condition to closing and the company will engage the auditors to prepare the comfort letter. Underwriters’ counsel typically will negotiate the content of the comfort letter directly with the auditors, but will keep the company and its counsel informed about the negotiation of the...
The UK bank recovery and resolution regime This Practice Note provides information on the UK bank recovery and resolution regime, including the Special Resolution Regime (SRR) under the Banking Act 2009 (BA 2009) and the related rules and guidance set out in the Prudential Regulation Authority (PRA) Rulebook, and in policy statements and other documents issued by the PRA, the Bank of England (BoE) and HM Treasury (HMT). UK bank recovery and resolution regime—introduction What are bank recovery and resolution? Bank recovery is a way to restore a firm’s business to a stable and sustainable condition, in the event of severe stress. Bank resolution is a way to manage the failure of a firm, with the aim of minimising the impact on depositors, the stability of the financial system and public finances. What is the bank recovery and resolution regime? The bank recovery and resolution regime is a set of measures which are intended to operate both proactively and reactively: • proactively by requiring credible plans to be made for...
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Form 10b-5 letter (US IPO) Form 10b-5 Letter [insert date] [insert address] Re: Underwriting Agreement Dear [insert text] This firm has acted as counsel to [insert name], a [insert company details] (the Company), in connection with the issuance and sale of [insert number] shares of common stock, par value $[insert value] (the Shares) of the Company, pursuant to the terms of the Underwriting Agreement dated [insert date] (the Underwriting Agreement) by and among the Company and you, as representatives of the several underwriters named in Schedule I to the Underwriting Agreement (the Underwriters). This letter is furnished to you pursuant to the requirements set forth in Section [insert number] of the Underwriting Agreement in connection with the closing thereunder on the date hereof (the Closing). Nothing herein shall be construed to cause us to be considered ‘experts’ within the meaning of Section 11 of the Securities Act 1933, as amended. During the course of the preparation of the Registration Statement on...
Privacy policy—general commercial organisation—customer-facing We take your privacy very seriously. Please read this privacy policy carefully as it contains important information on who we are and how and why we collect, store, use and share your personal data. It also explains your rights in relation to your personal data and how to contact us or supervisory authorities in the event you have a complaint. We collect, use and are responsible for certain personal data about you. When we do so we are subject to the UK General Data Protection Regulation (UK GDPR). [We are also subject to the EU General Data Protection Regulation (EU GDPR) in relation to goods and services we offer to individuals [and our wider operations ]in the European Economic Area (EEA).] Key terms It would be helpful to start by explaining some key terms used in this policy: We, us, our [Insert full legal name of your organisation, together with any trading name or names that may be more...
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What are the advantages and disadvantages of joining a public market? A company should consider several factors when contemplating whether or not to admit its securities to trading on a public market and offering its securities to the public for the first time (otherwise known as an ‘initial public offering’ (IPO)). Some of the key advantages and disadvantages of an IPO are set out below. Advantages: • capital access—entering a public market gives a company access to additional capital outside of the banking system. Equity finance can be raised both at the initial listing and also in the future, through further capital raisings. This additional equity can be used for expanding the business or to reduce a company's debt. Additionally, listed shares could be used as currency in acquisitions, giving the company an alternative form of consideration to cash when purchasing companies or businesses (assuming it is an acceptable form of consideration to the seller) • increased global profile and reputation—a company's image is usually enhanced by being on...
What is the type and extent of due diligence required in an AIM or Main Market IPO and how long does it take to complete? Written in partnership with Daniel Simons (Partner, Hogan Lovells International LLP) and Melissa Ratchev (Associate, Hogan Lovells International LLP). This Q&A considers the nature and extent of due diligence required in an AIM or Main Market Initial Public Offering (IPO) and how long such due diligence takes to complete. Why carry out due diligence on an applicant pursuing an AIM or Main Market IPO? The due diligence exercise is a critical part of the IPO process. It requires a full investigation by the company and its advisers into the company's business, finances, prospects and risks in order to provide the necessary information in the offering document (that is, a prospectus where there is an offer to the public or for an admission of securities to trading on the Main Market, or an admission document for an admission of securities to trading...
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Law360, London: Sweden's Financial Supervisory Authority (FSA) hit Klarna Bank AB with a 500m krona (US$45.7m) fine on 11 December 2024 for breaching anti-money laundering (AML) rules, after finding that the payments service provider failed to assess its potential role in economic crime.
Law360, Expert analysis: On 26 July 2024, the Financial Conduct Authority (FCA) published a consultation paper proposing reforms to the UK prospectus regime. The proposed reforms have significant implications for initial public offerings and secondary equity issuances where securities are to be admitted to trading on a UK regulated market, such as the main market of the London Stock Exchange (LSE), or a UK multilateral trading facility (MTF), such as AIM. Written by Vanessa Blackmore, partner, Ben Perry, partner, and Matthew Triggs, practice area associate, at Sullivan & Cromwell LLP.
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