The Capital Markets: Debt 2019 guide provides expert legal commentary on key issues for businesses. The guide covers the important developments in the most significant jurisdictions.
Last Updated April 26, 2019
This is the first of Chambers’ Practice Guides to cover the global debt and equity capital markets and provides a comprehensive and practical route map through some pretty complicated territories. The contributions by the various distinguished firms and practitioners which you will find in this guide are sure to prove to be a resource that is reached for time and time again.
In almost 40 years of practice on both debt and equity offerings, I have worked on deals from almost all continents, in developed markets and in emerging markets, in many debut issues from particular jurisdictions, and in almost all roles at one point or another – for the issuer, for the underwriters, for the trustee or for the depositary. The work has never lost its fascination, in part because of its very nature but also because there is a continually shifting legal background. If one considers some of those changes, they have been dramatic: Regulation S, Rule 144A, the Prospectus Directive, not to mention the development of all sorts of programme platforms, structured finance and a multiplicity of bank capital structures, particularly since the financial crisis.
Those of us practising from a centre such as London or New York tend to focus on the EU and US regimes and the particular structures and disciplines they impose on a transaction. However, the local legal regime is also critical and I hope that readers will find this guide to be a convenient and comprehensive introduction to relevant legislation in a range of jurisdictions – at the very least, describing the main exchanges and regulators in each of them and their listing, governance and tax regimes. With that knowledge in hand at the start of (or when planning) an offering, it is a lot easier to focus on the key issues and avoid a good deal of wasted time and expense.
The world’s capital markets are continually evolving and new centres emerging. In the last few years alone we have seen the opening of new financial centres in Dubai, Abu Dhabi, Singapore, Qatar and Astana – each, to be sure, with a focus on their own region, but all looking to attract business from elsewhere using a bespoke legal regime borrowing good practices and innovations from other centres. This is good: competition drives change and choice promotes competition. It makes governments and regulators look at the practical consequences of their regulation; if they see that business is migrating from their jurisdiction to another or their rules are hampering companies’ access to the markets, they will look at their practices and rules and consider whether changes are necessary. We have seen that happen in a number of instances as practitioners have changed their usage of particular jurisdictions and exchanges where the use of others involves no loss of investor protection but increases transactional efficiency. We have also seen many instances of changes – for example, in withholding tax regimes in order to reduce issuers’ costs and generally in recognising the requirements of international investors and their changing nature. Now we are driven by the requirements of sophisticated international investors with a truly global view, rather than by the mythical Belgian dentist with his stash of bearer bonds hidden under the mattress.
However, those requirements do depend upon whether we are discussing debt or equity. In structuring the standard framework for each contribution to this guide we have split them into debt and equity and structured them to reflect what we see as the main differences between the two products, while retaining a common methodology and framework. We hope this will not only make it easier to compare the requirements of the various jurisdictions but will also provide a welcome familiarity which increases the reader’s efficient use of this valuable resource.