Disclosure and Due Diligence in the International Capital Markets

This book discusses disclosure and due diligence in relation to offerings of debt and equity securities in the international capital markets. It is primarily intended as a practical guide to assist lawyers who are asked to draft a description of a new issuer, starting with a blank piece of paper. It will be an equally useful guide to a lawyer or investment banker who is asked to review and comment on a draft description of a new issuer. In addition, the disclosure discussion in Parts 1 and 2 will be of interest to new issuers and the due diligence and liability discussions in Parts 3 and 4 will be of interest to all issuers, investment banks and other professionals in the context of their potential liability for inadequate disclosure under, and the due diligence defences afforded to them by, English law. From a regulatory perspective, there has been a clear trend in the international capital markets towards requiring more and better disclosure. In addition to this, it is believed that the ability to write good disclosure is now an indispensable skill for a lawyer who practices in the international debt or equity capital markets. Too many practitioners in this area do not have the necessary skills, and this costs their clients time and money and increases their own and their clients' potential liability. In over 30 years of working on international debt and equity offerings, the author never found a book that provided helpful guidance on disclosure writing.