Due Diligence in Securities Offerings

ebook

By Corey R. Chivers

cover image of Due Diligence in Securities Offerings

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During a period of strong debt capital markets and a hot IPO market, as well as an accompanying demand for capital markets services, the subject of due diligence in securities offerings remains topical. This legal handbook is a practical guide for conducting due diligence in securities offerings. The book is written to assist three principal actors involved in the due diligence process: 1. The securities lawyer (typically an associate or partner in a law firm retained as counsel to the issuer or the underwriters), 2. The investment banker employed by an underwriter, and 3. In-house legal counsel of the issuer.The book provides practice reminders, checklists (and warnings against checklists in some cases), sample diligence requests, sample diligence questions and other practical diligence materials. It is written in a way that makes it a useful and accessible guide for the junior associate or junior banker working on a securities offering, and also gives enough detail to help keep a more experienced practitioner on track. Chapters Include:

  • The Role of Due Diligence
  • Overview of the Diligence Process
  • Sources of Liability
  • Documentary Due Diligence
  • Management Due Diligence
  • Offering Document Review, Back-Up Book
  • Negative Assurance Letters
  • Auditor Due Diligence
  • The Comfort Letter
  • Debt Instrument Due Diligence
  • Specialist Due Diligence Topics
  • Using the Underwriting Agreement and
  • Legal Opinions as a Final Due Diligence Check
  • Due Diligence in Securities Offerings