Non-US Issuers

An overview of the sources of law and regulation of accounting, auditing and financial reporting in the US. This Practice Note focuses on the rules and guidance governing accounting, auditing and financial reporting for public companies.

An introduction to anti-dilution adjustment formulas, focusing on public company convertible bonds. This Note discusses issues relevant to public company warrants and exchangeable notes. It also contains a discussion of the meaning of equity dilution, the process for drafting and reviewing anti-dilution adjustment formulas and provides the meanings of certain terms used in anti-dilution adjustment formulas. The Note discusses the make-whole adjustment, which, although not an anti-dilution adjustment, is a feature of public convertible bonds and is often drafted and reviewed at the same time as anti-dilution adjustment formulas.

A discussion of the requirements for a public company to qualify as a well-known seasoned issuer (WKSI) and selected advantages associated with qualifying as a WKSI. This Practice Note offers practical advice for questions that may arise when an issuer conducts a securities offering after filing its Form 10-K but before filing its proxy statement or when it loses WKSI status. This Practice Note also discusses considerations unique to WKSI shelf registration statements and offering communications under Rule 163.

This Note discusses issues that companies should consider and actions companies should undertake when it plans to change transfer agents.  

An examination of the application of Regulation 14E of the Exchange Act and Rule 13e-4 of the Exchange Act to an issuer's tender offer for its outstanding debt securities. This Note also discusses other issues which may arise in the context of these tender offers, such as SEC no-action relief for investment grade debt securities, modified dutch auctions, creeping tender offers and Regulation M.

A list and description of major filings and other documents in the litigation filed by a group of business organizations against the SEC challenging Section 1502 of the Dodd-Frank Act (the conflict minerals provision) and the SEC's conflict minerals rule.

This Note reviews credit ratings, the operations of the nationally recognized statistical rating organizations (NRSROs) and the SEC's proposed and adopted rule amendments  for NRSROs (including those required by the adoption of the Dodd-Frank Act).  An NRSRO is a credit rating agency that has registered as such with the SEC.  On May 18, 2011, the SEC proposed rules under the Dodd-Frank Act intended to increase transparency in and improve the integrity of credit ratings, in particular the credit ratings of structured finance products such as asset-backed securities (ABS). The proposed rules would amend existing rules governing credit ratings and NRSROs to improve the accuracy of credit ratings applied to structured financial products and minimize the mismanagement of risk by financial institutions and investors. See Legal Update, SEC Proposes Rules on Credit Ratings by NRSROs and Creates New ABS Due Diligence Requirements. This Note will be updated to reflect these rules after they have been adopted in final form by the SEC.

An overview of the federal securities laws governing debt exchange offers, the parties involved, the required documentation and the process of completing such exchange offers. In particular, this Note examines the difference between exchange offers and cash tender offers, disclosure obligations and issues to consider when structuring an exchange offer. This Note also examines consent solicitations, and timing considerations for the exchange offer. 

This Note discusses the main advantages and disadvantages for a company which is considering an initial public offering (IPO) of its securities in the US. The special accommodations available to emerging growth companies considering an IPO are identified in this Note.

This Note examines directed share programs of issuers completing an offering of securities. The advantages and disadvantages of directed share programs are examined as well as issues to be aware of when preparing a registration statement for the offering of these securities. This Note also discusses the communications that an issuer is permitted to make under Rule 134, the indemnification provisions typically set out in the underwriting agreement and guidelines for avoiding Securities Act violations when an issuer is conducting a directed share program.

In this practice note, Barnabas Reynolds, head of the Financial Institutions Advisory & Financial Regulatory Group at Shearman & Sterling LLP, provides an overview of the EU Regulation on credit rating agencies (Regulation 1060/2009) (CRA Regulation). The note reflects amendments to the CRA Regulation made by CRA II (Regulation 513/2011) which transferred responsibility for the registration and ongoing supervision of EU credit rating agencies to the European Securities and Markets Authority (ESMA). For information about the amendments to the CRA Regulation to be made by CRA III, see Practice note, CRA III.

This Practice Note discusses the safe harbor exemption from registration under Rule 701 of the Securities Act for equity securities issued as employee compensation. It discusses Rule 701 eligibility considerations, including the requirements for issuer eligibility, participant eligibility and securities eligibility, as well as issuer disclosure obligations. The Note also describes limitations on resales of securities sold under Rule 701 and the interaction between the Rule 701 exemption and the registration requirement under Section 12(g) of the Exchange Act, including changes introduced under the JOBS Act.

This Practice Note discusses the role of the Financial Industry Regulatory Authority (FINRA) in SEC-registered securities offerings. The Note reviews the types of offerings that are affected and the role of counsel in filing with FINRA and managing the FINRA review process (focusing on the process in the context of an IPO). The Note discusses common issues in the process, including analyzing underwriting compensation and arrangements under FINRA Rule 5110 (the corporate financing rule) and underwriter conflicts of interest under Rule 5121 (the prominent disclosure and QIU rule). It discusses considerations relevant to shelf offerings that are not exempt from filing with FINRA.

This Note details the standard procedures an entity must comply with when filing documents, such as Securities Act registration statements or Exchange Act periodic reports or other filings, with the Securities and Exchange Commission (SEC). This Note contains information on the confidential submission process available for IPO registration statements of emerging growth companies (EGCs) electing to take advantage of accommodations introduced by the JOBS Act. It also includes information on how to file confidential treatment requests and exhibits, how to amend a filing and how filing fees are paid. It also discusses the XBRL format requirements for financial statements.  

This Note discusses the US federal income tax consequences of owning debt securities of a foreign corporate issuer.

An overview of  the issuer's obligation to update and deliver the information constituting the Section 10(a) prospectus during an offering of securities registered on Form S-8. The Note also discusses the annual report required to be filed by an issuer for an employee benefit plan.

This Note examines the SEC rules and regulations on free writing prospectuses (FWPs). In particular, the Note describes what a FWP is, the timing for using a FWP, conditions for using a FWP, the legends on the FWP, how to file a FWP and the liability associated with a FWP. This Note also discusses media coverage, websites and electronic road shows and the circumstances in which they can constitue a FWP. 

A discussion of the role of the subsidiaries of a US issuer in the context of high-yield indenture covenants. This Note examines how subsidiary, restricted subsidiary and unrestricted subsidiary are each defined in the indenture and the distinction of restricted versus unrestricted subsidiaries. It also examines subsidiary debt and subsidiary guarantees, guarantees by foreign subsidiaries and the impact of subsidiary guarantors on disclosure documents.

This document discusses the dispute surrounding the proxy contest between Amylin Pharmaceuticals, Inc. and its stockholders, Icahn Capital LP and affiliated funds and Eastbourne Capital Management, L.L.C., and provides a summary of key litigated issues and practical implications indicated by the litigation.

This document discusses the dispute surrounding the proposed exchange of senior unsecured debt by Realogy for second lien term loans and provides a summary of key litigated issues and practical implications indicated by the outcome of the litigation.

This Practice Note provides an overview of the exceptions and exemptions under the Investment Company Act of 1940 commonly relied on in corporate and finance transactions. The Note also explains why it is important for ordinary companies to avoid becoming “inadvertent investment companies” subject to the Investment Company Act (also referred to as '40 Act or ICA). The authors wish to thank J. Alan Bannister, Partner, and Virginia C. Snider and Joseph M. Ortega, Associates, at Gibson, Dunn & Crutcher LLP, for their assistance with this Note.

This Note examines the issues arising from grants of equity compensation by a private company at prices below its eventual initial public offering (IPO) stock price. The Note discusses the SEC's pre-IPO review process for such issuances of "cheap stock," including its acceptance of third party valuations, and related tax and accounting issues. The Note also identifies best practices for common stock valuation to assist a pre-IPO company in minimizing the risk that it will have to record cheap stock charges on its income statement as a result of the SEC's review.

An overview of the various methods that an issuer may use to repurchase (buyback) its outstanding equity securities, including issuer tender offers, open market purchases and privately negotiated purchases. This Note also examines the duties of the board of directors for any stock buyback program, the disclosure requirements and other related issues which commonly arise in the context of these programs.

This Note summarizes key provisions of the Jumpstart Our Business Startups (JOBS) Act relating to Exchange Act registration.

This Note summarizes key provisions of the Jumpstart Our Business Startups (JOBS) Act relating to easing the initial public offering (IPO) process and reporting requirements for emerging growth companies.

This Note reviews how companies can use Form 12b-25 to correct late filings. This Note describes the requirements of Form 12b-25 and what information is required to be included in the form. This Note also describes how to prepare a Form 12b-25, how and when to file the form with the SEC and the securities exchanges and what happens during the granted grace period. In addition, this Note explains the consequences of filing a Form 12b-25 and its impact on the company's use of Securities Act registration statements. 

A discussion of the purpose and content of legal opinions and 10b-5 letters (also known as negative assurance or disclosure letters) delivered in registered and unregistered securities offerings. This Practice Note discusses preparing, reviewing and negotiating legal opinions and 10b-5 letters in securities offerings.

An overview of the options available to an issuer seeking to restructure its outstanding debt securities and a summary of the legal issues to consider when restructuring debt securities. Debt securities sold in public or private capital market transactions include notes or bonds issued under an indenture which typically does not permit the issuer to call the securities for prepayment for a certain period of time after issuance, if at all. This Note reviews cash tender offers, exchange offers, open market purchases and privately negotiated purchases and reliance on the indenture covenants as potential options for the issuer. It also considers the disclosure obligations of the issuer when restructuring outstanding debt securities. 

An overview of the so-called New York Stock Exchange (NYSE) 20% rule requiring stockholder approval before a listed company can issue 20% or more of its outstanding common stock or voting power.  This Note examines how to apply the rule, make calculations under the rule, claim an exception under the rule and structure transactions to avoid or defer stockholder approval.  This Note can be used by companies and practitioners before any issuance of common stock, other equity with voting rights or convertible securities and warrants. 

An overview of the Office of Foreign Assets Control (OFAC), focusing on due diligence in securities offerings. This Note explains what OFAC is, who is targeted by OFAC sanctions, who must comply, what the sanctioned activities are and why OFAC is important in securities offerings. The Note also discusses OFAC-related due diligence procedures.

Under changes made by the Hiring Incentives to Restore Employment Act enacted in 2010, US issuers are effectively precluded from issuing debt in bearer form for US tax purposes after March 18, 2012. This Note describes the US tax sanctions that apply to issuers and holders of bearer debt, and explains the features that distinguish bearer debt from registered debt for US tax purposes.

Registration statements and periodic reports filed under the Securities Act of 1934 are required to include a section on Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A), among other information. This Note focuses on what information a company must include in an MD&A section of a registration statement or periodic report, including the basic elements of the MD&A and other information that a company should address when explaining its performance and financial position. This Note also includes tips on preparing and drafting MD&A disclosure.

This Note outlines factors which a company needs to consider when preparing for an initial public offering (IPO) and listing its securities on a securities exchange.  These factors include the appointment of advisers and other administrative parties, signing of engagement letters with the auditors and the investment bank and consideration of the relevant securities exchange requirements. Other items include the timetable for the offering process and a discussion as to whether the company is ready to be a public entity.

An overview of the terms of a purchase agreement used for the sale of securities in an unregistered offering under Rule 144A and Regulation S. This Note discusses the purpose and structure of the purchase agreement and provides an overview of the key provisions. Topics covered include representations and warranties, covenants, closing conditions and indemnity and termination provisions.

This Note discusses the logistics of establishing an SEC-registered medium-term note (MTN) program and offers guidance to counsel handling periodic diligence updates of, and issuances under, a registered MTN program. The Note discusses parties typically involved, documents used and actions taken in these three stages of the life of a registered MTN program. While registered MTN programs vary widely, this Practice Note can serve as helpful background to counsel new to this area of securities practice. 

This Note reviews the SEC rules and regulations concerning the ability of an issuer to make public announcements during the pre-filing period, the waiting period and the post-effective period during the registration process. In addition, the Note reviews the classification of issuers as determined by the SEC, gun-jumping issues and consequences of a violation thereof and  the exceptions to the rules for well-known seasoned issuers (WKSIs). The special accommodations available to emerging growth companies (EGCs) undertaking IPOs and other offerings are also discussed. The Note identifies practical solutions for the issuer to implement to ensure that it does not violate the restrictions on publicity during the registration process.

This Note summarizes the purpose and process of the SEC's review of registration statements in connection with registered offerings. In particular, the Note examines the organization of the SEC and the steps involved in the SEC's review of registration statements and preparation of comment letters. This Note also examines the steps an issuer should take after receiving an SEC comment letter as well as how to appeal adverse comments.

An overview of the disclosure requirements of a registration statement on Form F-1. Form F-1 is the registration statement form most commonly used by foreign private issuers (certain non-US companies) selling securities in a public offering in the US for the first time. This Note not only addresses the general requirements for preparing and filing Form F-1 but also includes a detailed analysis of the items required by Part I and Part II of Form F-1. The scaled disclosure accommodations available to foreign private issuers that are emerging growth companies under the Jumpstart Our Business Startups Act of 2012 (JOBS Act) are also identified.

An overview of the disclosure requirements of a registration statement on Form S-1. Form S-1 is the registration statement form most commonly used by domestic companies selling securities to the public for the first time. This Note not only addresses the general requirements for preparing and filing Form S-1 but also includes a detailed analysis of the items required by Part I and Part II of Form S-1. The scaled disclosure accommodations available to emerging growth companies are identified. In addition, this Note discusses incorporation by reference and how to include graphic presentations.

This Note summarizes the principal laws that apply to a SEC-registered offering of debt or equity securities. While this Note focuses on the registration requirements of the Securities Act of 1933, it also summarizes the laws the issuer, company counsel and the working group need to observe when preparing the registration statement, conducting publicity and marketing the offered securities.

An overview of the requirements of Regulation S-X, why it's important for lawyers to be familiar with Regulation S-X and selected topics in the context of registered securities offerings. This Note includes a discussion of practical considerations, including managing client expectations to avoid offering schedule delays and ensuring issuer compliance. The Note also discusses when financial statements of target companies or pro forma financial information may be required, when financial statements become "stale" and when an acquisition may result in a "blackout" period during which an issuer may not conduct a registered offering.

This Note examines unregistered resales of eligible securities to qualified institutional buyers (QIBs) under Rule 144A of the Securities Act of 1933, as amended and resales among sophisticated investors under the so-called Section "4(1½)" exemption.

This overview discusses various aspects of going public using a reverse merger, including the advantages and disadvantages of reverse mergers and the mechanics, disclosure obligations, regulatory regime and legal issues involved in the transaction.

This Note provides background on the Risk Factors section of securities offering documents and SEC periodic reports, including the purposes of the section and sources of law and guidance governing its content. The Note describes the different types of risk factors commonly included in securities offering documents and SEC periodic reports, and outlines considerations that drafters must bear in mind when preparing the risk factors.

This Practice Note explains how a foreign private issuer (non-US company) can qualify for the Rule 12g3-2(b) exemption from the registration and periodic filing requirements of the Securities Exchange Act of 1934, as amended. The Note also discusses why a foreign private issuer would use this exemption, what non-US dislosure information is required to be electronically published and the potential problem of unsponsored ADR programs.

An overview of how foreign sovereign governments and their political subdivisions offer and guarantee debt securities in the US registered and issued under Schedule B of the Securities Act of 1933.  This note examines how Schedule B securities practice has evolved with little statutory and minor SEC guidance, including common disclosure practices, how foreign sovereigns can take advantage of no-action relief for shelf offerings procedures, limitations on sovereign liability and unique concerns for closing a Schedule B transaction.

This Note examines the various US securities exchanges available to a company seeking to list its debt or equity securities. This Note identifies the quantitative and qualitative listing requirements of the NYSE and the NASDAQ Stock Market (NASDAQ) as well as the listing and annual fees of those exchanges. In addition, this Note reviews SEC regulation of the national securities exchanges and the over-the-counter (OTC) markets.

An overview of the mechanics governing Exxon, or A/B, exchange offers whereby an issuer conducts an offering of SEC-registered securities in exchange for previously-issued unregistered securities. This Note discusses applicable law and guidance (such as no-action letters), parties in the exchange offer and the principal documents (including the registration rights agreement, registration rights agreement and exchange agent agreement) used in the exchange. It also includes information on the typical timeframe for the exchange offer and issues concerning incorporation by reference and amendments to the registration statement.

This Note provides a detailed primer on the rules governing when financial statements of IPO companies, large accelerated filers, accelerated filers, non-accelerated filers, foreign private issuers (FPIs) and other reporting companies need to be updated for purposes of SEC-registered securities offerings. In practice, this is often referred to as when financial statements go stale.

An overview of the terms and provisions of typical registration rights granted in the context of unregistered securities offerings. This Note also examines why registration rights are important to investors, registration rights in a Rule 144A/Regulation S offering, registration rights in a traditional Section 4(a)(2) private placement and the method for exchanging restricted securities for unrestricted securities in reliance on Rule 144.

This Note lists categories of risk factors commonly included in SEC periodic reports of Fortune 500 public companies in the banking and financial services industry (based on their SIC filing code) and sets out sample disclosure taken from SEC filings by companies in this industry. This Note also provides direct links to risk factor disclosure in Form 10-K filings by companies in this industry. This resource is updated periodically to reflect new SEC filings. 

This Note lists categories of risk factors commonly included in SEC periodic reports of Fortune 500 public companies in the food and beverage industry (based on their SIC filing code) and sets out sample disclosure taken from SEC filings by companies in this industry. This Note also provides direct links to risk factor disclosure in Form 10-K filings by companies in this industry. This resource is updated periodically to reflect new SEC filings. 

This Note lists categories of risk factors commonly included in SEC periodic reports of Fortune 500 public companies in the manufacturing and machinery industry (based on their SIC filing code) and sets out sample disclosure taken from SEC filings by companies in this industry. This Note also provides direct links to risk factor disclosure in Form 10-K filings by companies in this industry.   This resource is updated periodically to reflect new SEC filings.  

This Note lists categories of risk factors commonly included in SEC periodic reports of Fortune 500 public companies in the medical devices and healthcare industry (based on their SIC filing code) and sets out sample disclosure taken from SEC filings by companies in this industry. This Note also provides direct links to risk factor disclosure in Form 10-K filings by companies in this industry.  This resource is updated periodically to reflect new SEC filings.

This Note lists categories of risk factors commonly included in SEC periodic reports of Fortune 500 public companies in the oil and gas industry (based on their SIC filing code) and sets out sample disclosure taken from SEC filings by companies in this industry. This Note also provides direct links to risk factor disclosure in Form 10-K filings by companies in this industry. This resource is updated periodically to reflect new SEC filings.

This Note lists categories of risk factors commonly included in SEC periodic reports of Fortune 500 public companies in the retail industry sector (based on their SIC filing code) and sets out sample disclosure taken from SEC filings by companies in this industry. This Note also provides direct links to risk factor disclosure in Form 10-K filings by companies in this industry. This resource is updated periodically to reflect new SEC filings. 

This Note discusses why it is beneficial to qualify as a foreign private issuer, which non-US companies qualify as foreign private issuers, when foreign private issuer status must be assessed and when the rules on beneficial ownership under Section 16  of the Securities Exchange Act of 1934, as amended must be met in relation to issuers that are no longer foreign private issuers.

This Note discusses the interactive data filings required by the SEC. This Note explains what XBRL is and which companies must provide XBRL filings. This Note summarizes how an XBRL exhibit is created and used. In addition, this Note describes what company information must be provided in XBRL format and in what filings the interactive data must be included. This Note also reviews when companies must begin providing XBRL exhibits and how to prepare an XBRL filing, including which parties are involved and preparation tips. This Note also discusses the impact of a failure to make an XBRL filing.

This Note provides an overview of the key legal and practical considerations for public companies to consider when issuing an earnings release and hosting an earnings call. It discusses the key rules and regulations governing the earnings announcement process, explains the typical timeline for issuing an earnings release and hosting an earnings call, and reviews the roles generally played by key participants. The Note also discusses special considerations related to announcing earnings results, including issues that arise when an earnings release and call are close in time to a securities offering, and the pros and cons of giving earnings guidance.

This Note explains the mechanics of an at-the-market offering. In particular, the Note outlines the advantages and disadvantages of this type of offering and the offering process (including SEC filings, documentation, due diligence and sales execution). Compliance-related issues and liability considerations are also noted.

An overview of the key practical and legal considerations involved when marketing securities through a road show.

A discussion on poison put risk factor-type language in SEC filings with the SEC in response to the Amylin decision, including links to recent filings.

This Standard Document is a form of closing agenda, also commonly known as the closing memorandum, used in completing an initial public offering. The closing agenda identifies the members of the working group, provides a summary of the events that occurred during the registration process, lists the documents that are delivered at the closing of the offering and by which party, and includes the forms of certain certificates, receipts, letters of transmittal, instructions and other documents that are to be delivered by the parties at closing. The special accommodations available for emerging growth companies (EGCs) under the Jumpstart Our Business Startups Act are not reflected in this closing agenda. This Standard Document has integrated notes with important explanations and drafting tips.

This is a standard due diligence request list sent to an issuer in connection with a registered or an unregistered offering of debt or equity securities. This Standard Document has integrated notes with important explanatory and drafting tips.

This is a standard forward-looking statements legend, also referred to as a safe harbor legend.  It can be used as part of a public company's earnings press release to increase the likelihood of liability protection for forward-looking statements under the statutory safe harbor.  This legend includes several examples of forward-looking statements and important factors to be included in the meaningful cautionary language required by the safe harbor to aid drafters.  This Standard Document has integrated notes with important explanations and drafting tips.

This is a standard forward-looking statements legend, also referred to as a safe harbor legend.  It can be used as part of a public company's disclosure document, Exchange Act report, press release or other document to increase the likelihood of liability protection for forward-looking statements under the statutory safe harbor.  It may be used for disclosures issued in connection with a securities offering (other than an IPO) or for disclosures issued in the ordinary course of business.  This legend includes several examples of forward-looking statements and important factors to be included in the meaningful cautionary language required by the safe harbor to aid drafters.  This Standard Document has integrated notes with important explanations and drafting tips.

This is a standard investor script for use in wall-crossed offerings. It walks investment banking personnel through the process of bringing investors "over the wall" (meaning sharing material nonpublic information with them, subject to certain conditions, while pre-marketing a public securities offering). The script also includes a standard confidentiality and no trade agreement e-mail exchange.  This Standard Document has integrated notes with important explanations and drafting tips. 

A form of memorandum to be delivered to a company's board of directors, board committee or senior management of a public company that explains how a company may terminate its securities exchange listings and withdraw those securities from registration under the Securities Exchange Act of 1934. This resource addresses the impact of the Jumpstart Our Business Startups Act of 2012 (JOBS Act). For more information on the JOBS Act, see Practice Note, Road Map to the Jumpstart Our Business Startups (JOBS) Act of 2012.

A sample policy for a company to adopt to govern the engagement of third parties or agents to conduct business on the company's behalf outside of the United States.  This policy addresses issues related to anti-bribery and anti-corruption laws, including the Foreign Corrupt Practices Act of 1977 (FCPA).  This Standard Document has integrated drafting notes with important explanations and drafting tips.

This is a standard form of a pricing term sheet for non-convertible debt securities that can be used to convey pricing information to investors immediately after pricing in connection with an offering of debt securities and be filed as a free writing prospectus in SEC-registered offerings. This form can be used for both SEC-registered and unregistered offerings including Rule 144A and Regulation S offerings. This Standard Document has integrated notes with important explanations and drafting tips.

This is a form of letter from an emerging growth company (EGC) responding to comments from the SEC staff on a draft registration statement for the EGC's initial public offering or (where the EGC is a debt-only issuer) A/B exchange offer. This letter includes language to be used both during the confidential nonpublic review of the registration statement and after it has been publicly filed via EDGAR. This standard document has integrated notes with important explanations and drafting tips.  

A standard form SAS 72 or auditor representation letter delivered to the issuer's auditors in an unregistered securities placement or issuance so that the accountants can prepare and deliver a comfort letter. This letter can also be adapted for use in those circumstances when a SAS 72 representation letter is required in the registered offering context.

Social media guidelines for a public company for both personal social media use and social media use as an authorized company spokesperson. These guidelines incorporate social media best practices under US securities and disclosure laws and regulations. This Standard Document has integrated notes with important explanations and drafting tips, including discussion of the impact of National Labor Relations Board (NLRB) review of social media policies. 

A subscription agreement to be used in connection with a private placement of debt securities to accredited investors (as defined in Rule 401 of Regulation D under the Securities Act of 1933, as amended). The private placement is made in reliance on Rule 506 of Regulation D. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

Form of resolutions of a board of directors approving an offering of debt securities registered under the Securities Act of 1933, as amended. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips.

Form of resolutions of a board of directors approving an unregistered offering of debt or equity securities under Rule 144A and Regulation S of the Securities Act of 1933. These resolutions cover the designation of authorized officers, approval of the offering memorandum and other transaction documents, appointment of a pricing committee and other matters. These Standard Clauses have integrated notes with important explanations and drafting tips.

Resolutions of a board of directors approving an unregistered offering (private placement) of debt securities under Rule 506 of Regulation D of the Securities Act of 1933, as amended. These resolutions are formatted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips.

Form disclosure to include in the underwriting section (or separate conflicts of interest section) of a prospectus in an offering with a conflict of interest under FINRA Rule 5121 (known as the prominent disclosure rule). This Standard Clause has integrated notes with important explanations and drafting tips.

Standard limitation on asset sales covenant which may be inserted into an indenture governing high-yield debt securities. These Standard Clauses have integrated notes with important explanations and drafting tips.

Standard limitation on liens covenant which may be inserted into an indenture governing high-yield debt securities. These Standard Clauses have integrated notes with important explanations and drafting tips.

Standard limitation on transactions with affiliates covenant which may be inserted into an indenture governing high-yield debt securities. These Standard Clauses have integrated notes with important explanations and drafting tips.

Standard Clauses that can be used as sample contractual language when structuring a securities transaction to avoid or defer stockholder approval required by NASDAQ's 20% rule. NASDAQ requires stockholder approval before a listed company can issue twenty percent or more of its outstanding common stock or voting power. These Standard Clauses can be used as a starting point in drafting provisions in indentures, convertible securities, warrants, preferred stock certificates of designation and securities purchase agreements. These Standard Clauses have integrated notes with important explanations and drafting tips.

Form of resolutions of a pricing committee of a board of directors setting the price and other terms of debt or equity securities in an unregistered offering under Rule 144A and Regulation S of the Securities Act of 1933. These Standard Clauses have integrated notes with important explanations and drafting tips.

Form of risk factor relating to cyber security that may be inserted into a public company's annual and periodic reports, registration statements or private placement offering documents. This document provides sample language describing risks arising from information security, including the impact of a potential or actual material network breach and steps taken to reduce risk exposure. These Standard Clauses have integrated notes with important explanations and drafting tips.

Standard representations, warranties and covenants which may be inserted into a purchase agreement in relation to an offering of securities (debt or equity) outside the US under Regulation S under the Securities Act of 1933, as amended. These representations, warranties and covenants establish that the transaction meets the requirements of Regulation S. These Standard Clauses have integrated notes with important explanations and drafting tips.

A standard form company representation relating to anti-money laundering (AML) laws and to compliance with AML-related rules to include in an underwriting agreement for a securities offering. This Standard Clause has integrated notes with important explanations and drafting tips.

A standard form of company representation to include in an underwriting agreement for a securities offering relating to compliance with the regulations of the Office of Foreign Assets Control (OFAC). This Standard Clause has integrated notes with important explanations and drafting tips.

Sample disclosure to include in a free writing prospectus, a prospectus or other offering document to alert investors of a settlement cycle different from the T+3 that is specified under Rule 15c6-1 of the Securities Exchange Act of 1934 in the context of a securities offering. This Standard Clause has integrated notes with important explanations and drafting tips.

This is a checklist of the documents most commonly used for an initial public offering of securities. The checklist may be used by counsel to keep track of the status of all documents regardless of who is responsible for drafting and circulating the document to the working group.

A checklist of the documents most commonly used for a traditional non-shelf follow-on public offering of equity securities. The checklist may be used by counsel to keep track of the status of all documents regardless of who is responsible for drafting and circulating the document to the working group.

A comparative analysis of the options available to an issuer for accessing the equity capital markets. For best results, this Chart should be printed using the "landscape" setting.

A comparison of the standard terms and covenants contained in indentures of high-yield debt and investment grade debt securities.

This chart presents the quantitative listing requirements of NASDAQ for listed companies. A company that is already listed on a NASDAQ market must continue to satisfy these requirements in order to maintain its status as a listed company on NASDAQ.

This document outlines the substantive requirements that must be established by an issuer for the SEC to grant a request for confidential treatment (also referred to as a CTR) of certain portions of their material contracts filed with the SEC.

This Checklist summarizes key items to cover in a due diligence investigation for a securities offering. It provides practical advice for organizing the due diligence process and highlights issues and potential problems to consider when reviewing specific categories of issuer documents, including corporate records, business contracts and others. It does not cover business due diligence, financial and accounting due diligence or specialist due diligence. This Checklist is not a comprehensive list, but merely a guide to assist attorneys in focusing on important issues.

A Checklist of issues for a company to consider when seeking to comply with the Foreign Corrupt Practices Act (FCPA).

A summary of when a full English translation or an English summary is required of a foreign language document furnished under Form 6-K .

This chart presents the quantitative initial listing requirements of the NASDAQ Stock Market (NASDAQ) for each of its three listing tiers for public companies. Each of the tiers has different quantitative standards and requirements for listing.

This Checklist provides a quick reference guide to help in making materiality determinations under securities and disclosure laws and rules, includes important questions to ask and highlights key areas where information is often found to be material, requiring careful attention and perhaps public disclosure. 

This Chart shows the dates that key reforms to the federal securities laws made by the Jumpstart Our Business Startups Act (JOBS Act) become effective.

This Checklist summarizes key items to consider before and during drafting of the Management's Discussion & Analysis of Financial Condition and Results of Operations (MD&A) section required in a public company's Form 10-K, Form 10-Q or registration statement. This Checklist offers a list of issues and questions relating to subjects that should be discussed in an MD&A section, including the company's results of operations, liquidity, capital resources, contractual obligations, off-balance sheet arrangements, credit facilities, debt securities, critical accounting policies and estimates, other accounting topics and related party transactions. In addition, this Checklist offers a series of issues and questions regarding climate change to determine whether this subject should be addressed in a company's MD&A section. This Checklist is not a comprehensive list, but merely a guide to assist lawyers in focusing on important issues.

This Checklist provides background on commonly negotiated provisions in the representations and warranties section of a purchase agreement for a Rule 144A/Regulation S offering (equity or debt).  The Checklist gives examples of typical negotiating positions that issuers, selling stockholders and initial purchasers take, and gives example arguments in favor of these positions. This Checklist is part of a three-checklist series that includes checklists on negotiating the covenants and expenses sections, and the closing conditions, termination and indemnity sections, of Rule 144A/Regulation S purchase agreements.

This Checklist provides background on commonly negotiated provisions in the covenants and expenses sections of a purchase agreement for a Rule 144A/Regulation S offering (equity or debt). The Checklist gives examples of typical negotiating positions that issuers and initial purchasers take, and gives example arguments in favor of these positions. This Checklist is part of a three-checklist series that includes checklists on negotiating the representations and warranties section, and the closing conditions, termination and indemnity sections, of Rule 144A/Regulation S purchase agreements.

This chart identifies the significant parties of the working group involved in registered and unregistered offerings of securities.

This Checklist suggests action items for companies preparing to comply with the diligence and disclosure requirements of the conflict minerals rule. It is a companion resource to Practice Note, Conflict Minerals Diligence, which includes a detailed discussion of the diligence and disclosure requirements of the conflict minerals rule, and a review of leading resources to assist companies in complying with those requirements.

This chart presents the qualitative listing requirements of the NASDAQ Stock Market (NASDAQ). The chart identifies which requirements must be met at the time of initial listing, and must continuously be met to remain listed, and, if applicable, the maximum time for compliance from the date of listing. A company that is already listed on NASDAQ must continue to satisfy these requirements to maintain its status as a listed company on NASDAQ. The corporate governance rules for NASDAQ are set out in the Listing Rule 5600 Series and the interpretative materials associated with those rules. While NASDAQ has three listing tiers for public companies, with each having different quantitative standards and requirements for listing, the qualitative standards and requirements for initial listing and for maintaining the listing are the same for all tiers. The chart also identifies certain of the initial and periodic reporting forms that must be filed by a NASDAQ-listed company concerning its compliance with NASDAQ's corporate governance rules.

This Checklist lists the documents commonly used and actions typically taken in a takedown from a registered medium-term note (MTN) program. While registered MTN programs vary widely, this Checklist can be used as a starting point for counsel in a registered MTN takedown.

This chart summarizes the relevant provisions of the Securities Act concerning timing for offers, sales, delivery of securities and delivery of prospectuses by issuers, underwriters, brokers or dealers to the purchasers of the offered securities.

A summary of the transfer restrictions, legending requirements and trading procedures followed after the closing of a Rule 144A/Regulation S offering of debt or equity securities.

This Chart provides an overview of the organizational structure of the Securities and Exchange Commission, with particular emphasis on the structure of the Division of Corporation Finance.

The SEC provides various forms of registration statements for registering securities offerings which vary based on the characteristics of the issuers and of the type of offering. This chart focuses only on the SEC forms available to non-US, non-governmental issuers issuing equity and debt securities. 

The SEC recognizes the market and investors obtain valuable information about issuers and their securities from research analysts. However, the rules of FINRA and the NYSE governing research reports of analysts may inhibit research coverage after the completion of an IPO or even a follow-on offering by a public company. This chart summarizes several significant SEC non-exclusive safe-harbors concerning research reports − Rule 137, Rule 138 and Rule 139 of the Securities Act of 1933.

This chart summarizes the primary federal securities law rules governing permitted communications and restrictions on publicity applicable to an issuer of securities. The chart identifies the communication rules for each of the different classes of issuers (including WKSIs, emerging growth companies, seasoned issuers and non-reporting issuers) during the pre-filing period, the waiting period and the post-effective period of a public offering.

A timeline for an initial public offering (IPO) of securities in reliance on Section 5 of the Securities Act. The chart also indicates the responsibilities of each member of the working group involved in the offering. The special accommodations available for emerging growth companies (EGCs) under the Jumpstart Our Business Startups Act are not reflected in this timeline.

These charts show the first dates in 2013 when newer financial statements must be included in a registration statement filing because older financials have gone stale under the financial statement staleness rules. These rules, which are contained in Rule 3-12 of Regulation S-X, apply to SEC-registered securities offerings. A chart is provided for IPO companies, large accelerated filers, accelerated filers and non-accelerated filers, other than foreign private issuers, with calendar fiscal years. These charts are a companion resource to Practice Note, Updating Financial Statements: The Staleness Rules, which provides a detailed primer on the staleness rules.

This Chart provides an overview of when a free writing prospectus (FWP) needs to be filed with the SEC.  FWPs can constitute permitted written communications by certain issuers and underwriters, brokers and dealers that are part of a registered securities offering, including press releases, emails, blast voicemails and press interviews.   

This Checklist provides an indicative timeline for the process by which a public company announces its annual or quarterly earnings results, including issuing an earnings release and hosting an earnings call. The Checklist notes the parties typically responsible for each step in the process and relevant provisions of the federal securities law, SEC rules or exchange regulations affecting each step.

A Checklist of information that an issuer should provide about grants of equity awards in its IPO registration statement, its SEC comment responses, or both, to satisfy any SEC implications of cheap stock grants.

A look at the JOBS Act a year after its signing, including PLC resources on the widespread changes in the law and the market it led to in its first year and guidance on the provisions that have yet to be implemented.

NASDAQ and the NYSE require stockholder approval before a company can sell or potentially issue securities equalling 20% or more of the issuer's common stock or voting power.  However, both securites exchanges offer special treatment that can exempt foreign private issuers from the requirements of the 20% rules.

On September 13, 2012, Practical Law Company and Schulte Roth & Zabel LLP presented Conflict Minerals: Understanding the Final Rules and Preparing to Comply, a webinar on the SEC's final conflict minerals rules and resources that can help companies comply. You can access the recorded webinar here (registration required to view recorded webinar). You can download the webinar slides by clicking the PDF link below.

On May 22, 2012, Practical Law Company and Morrison & Foerster LLP presented How Will the JOBS Act Affect Non-US Issuers, a one hour webinar on the practical implications of the Jumpstart Our Business Startups Act on foreign private issuers and their capital markets transactions and disclosure obligations in the US. You can access the recorded webinar here (registration required to view recorded webinar). You can download the webinar slides by clicking the PDF link below.

Although characterized in the press as principally addressing the needs of small and micro-cap companies, provisions in the JOBS Act are applicable to a broad range of both domestic and foreign companies. Companies without ready sources of capital in today's regulatory environment may realize significant benefits from a broadened menu of capital formation alternatives.

Public companies are rapidly expanding their use of social media and other informal corporate disclosure channels. Before using these channels for corporate communications, companies should understand the regulatory issues that may arise. This Article explores the potential securities and disclosure concerns in this developing area and provides guidance on how companies can stay ahead of the curve and reduce risks when using social media.

In this article, based on a client briefing, the Capital Markets Group at Clifford Chance look at how eurobond documentation might (or might not) deal with the possibility of a Eurozone member departing from the currency union.

A discussion of interpretations published by the staff of the SEC's Division of Corporation Finance to resolve ambiguities or unintended consequences arising from certain immediately effective provisions of the Dodd-Frank Act.

This Article focuses on the significant developments and notable trends in Foreign Corrupt Practices Act enforcement and their effects on compliance with the Act.

A survey of how market practice in the Rule 144A investment grade, high-yield and convertible debt markets has evolved in the two years since the amendments to Rule 144.

In the absence of specific disclosure standards from the SEC, there continues to be wide variability in the scope and quality of climate change risk disclosures to investors.  This Article examines current disclosure practices and explains why greater guidance from the SEC is needed.

This Article discusses the corporate governance practices applicable to foreign private issuers under US securities laws.

This Article provides an overview of issues a non-US fund sponsor should consider before conducting a private offering of interests in a non-US fund to investors in the US.

An Article on unsponsored ADR programs and the impact of these programs on non-US issuers.

This article discusses the amendments adopted on September 19, 2008 by the US Securities and Exchange Commission (SEC) to the rules governing cross-border tender offers, exchange offers, rights offerings and business combination transactions and the reasons for and impact of these changes. These amended rules come into effect December 8, 2008.

An overview of the steps a non-US corporate issuer must take if it wishes to avoid becoming subject to US reporting obligations.This article is part of the PLC US Special Report, which was published to mark the launch of PLC's first US services.

An examination of the ongoing US reporting obligations and securities compliance obligations for non-US companies.This article is part of the PLC US Special Report, which was published to mark the launch of PLC's first US services.

An examination of recent developments that affect US litigation risk for non-US businesses.This article is part of the PLC US Special Report, which was published to mark the launch of PLC's first US services.

The SEC issued a report on its investigation of Netflix and its CEO for an alleged Regulation FD violation related to a Facebook posting. 

The SEC released drafts of revised Volumes I and II of the EDGAR Filer Manual, which outlines the procedures for submitting documents to the SEC in electronic format.

The SEC released an overview for foreign issuers that provides information about what is required of foreign private issuers to access US capital markets.

The SEC's Division of Trading and Markets released FAQs on the exemption from broker-dealer registration in the JOBS Act.

The SEC issued a final rule updating the EDGAR Filer Manual (Volume II).

The SEC released an updated draft of the EDGAR Filer Manual (Volume II) to reflect changes scheduled to be implemented on January 14, 2013.

The NYSE proposed amendments to its Listed Company Manual that would modify the process and minimum time period to provide notice that the company is relying on the financial viability exception to the rule requiring stockholder approval to issue 20% or more of its common stock or voting power.

The SEC released a report mandated by Section 504 of the JOBS Act on its authority to enforce Exchange Act Rule 12g5-1(b)(3), an anti-circumvention provision related to registration under Section 12(g) of the Exchange Act.

The NYSE submitted a proposal to the SEC to amend Sections 102.01 and 103.00 of its Listed Company Manual for initial listings of companies from outside North America.

The SEC's Division of Corporation Finance released additional frequently asked questions (questions 42-54) regarding the applicability of Title I of the JOBS Act to mergers and exchange offers.

The SEC's Division of Corporation Finance announced that its EDGAR-based system for certain emerging growth companies (EGCs) and foreign private issuers to submit draft registration statements for non-public and confidential review is available as of October 1, 2012.

The SEC issued proposed rules to permit general solicitation and general advertising in certain securities offerings.

The US District Court for the Southern District of Texas held in Asadi v. G.E. Energy (USA), LLC, that the Anti-Retaliation Provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 does not protect whistleblowing activity outside of the territorial US.

The SEC released revised drafts of volumes I and II of the EDGAR Filer Manual, which governs the submission of information to the SEC by electronic means.

The SEC Advisory Committee on Small and Emerging Companies announced that it will hold a meeting on June 8, 2012 to discuss the effects of the JOBS Act on small and emerging companies.

The SEC charged a foreign audit firm with failing to comply with its audit document request under Section 106 of SOX.

The SEC posted a notice reminding issuers that it has not yet implemented the JOBS Act's crowdfunding exemption.

The SEC's Division of Corporation Finance has released generally applicable frequently asked questions regarding Title I of the JOBS Act.

The SEC released a study mandated by Section 929Y of the Dodd-Frank Act on whether and to what extent the private right of action under the Section 10(b) of the Exchange Act should be extended extraterritorially. Section 929Y was part of Congress' response to the US Supreme Court's decision in Morrison v. National Australia Bank.

The SEC announced that it is now accepting public comment on the Jumpstart Our Business Startups Act (JOBS Act).

14 law firms have released a report detailing their consensus on the immediate effect of the Jumpstart Our Business Startups Act of 2012 on SEC rules governing general solicitation and advertising in certain private placements.

President Obama signed into law the Jumpstart Our Business Startups (JOBS) Act.

The US Court of Appeals for the Second Circuit issued an opinion in Absolute Activist Master Fund Limited v. Ficeto that clarifies when transactions in securities other than US listed securities are "domestic" under the US Supreme Court's Morrison decision, and therefore subject to private claims under Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934.

The SEC announced that an attorney agreed to settle an SEC civil injunction action alleging the attorney committed securities fraud under Section 17(a) of the Securities Act and under Section 10(b) and Rule 10b-5 of the Exchange Act. The action was based on the attorney's opinion and 10b-5 letter, and role in reviewing the offering document, in an unregistered bond offering.

Under new Rule 13h-1 under the Securities Exchange Act of 1934, large traders, as defined in the rule, must register with the SEC by December 1, 2011. 

The FASB and IASB jointly issued a revised exposure draft on a proposed accounting standard for revenue recognition.

On October 13, 2011, the SEC's Division of Corporation Finance issued guidance on disclosure obligations relating to cyber security risks and incidents.  

On September 14, 2011, the SEC issued guidance on the filing of Forms 8-K to report reverse mergers and similar transactions by which companies cease to be shell companies.

An update on the SEC's final rules adopting new criteria to replace credit ratings as a condition for companies seeking to use short-form registration when registering securities for public sale.

An update on proposed technical amendments to NASDAQ rules requiring disclosure on director independence and the controlled company exemption from the majority-independent board requirement.  The amended rules cross-reference SEC disclosure requirements for domestic issuers and retain existing NASDAQ disclosure requirements for foreign private issuers.

An update on the IRS's issuance of additional guidance for foreign financial institutions (FFIs) on implementing the Foreign Account Tax Compliance Act (FATCA) withholding and reporting provisions enacted as part of the Hiring Incentives to Restore Employment Act of 2010 (HIRE Act).

An update on a letter released by the NYSE reminding its listed domestic companies and foreign private issuers about annual notification and filing obligations with the exchange. 

An update on the publication of the SEC's progress report on its work plan for establishing global accounting standards.

An update on an upcoming SEC study mandated by the Dodd-Frank Act on whether and the extent to which private rights of action under the antifraud provisions of the Exchange Act should be extended for transnational securities fraud.

An update on the SEC's release of compliance and disclosure interpretations (C&DIs) providing guidance on lock-up agreements in debt exchange offers, foreign private issuers, shelf registrations and other topics.

An update on the July 1, 2010 draft of an Exposure Draft on Financial Statement Presentation issued by the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB).

An update on the US Supreme Court's opinion in Morrison v. National Australia Bank affirming the Second Circuit's dismissal of the foreign cubed case.

An update on NASDAQ's proposed rule change, effective immediately but operative 30 days after filing, to modify the requirement that listed companies notify NASDAQ of noncompliance with corporate governance requirements.

An update on the reintroduction of the Covered Bond Act in the House.

An update on the publication by the International Capital Market Association of guidance on changes to documents for the new safekeeping structure for international debt securities.

An update on the SEC's approval of NASDAQ's proposed modifications of application, entry and annual fees for companies listing securities on the Nasdaq Global and Nasdaq Global Select Markets.

An update on the NYSE's proposed rule change, effective immediately, to extend the Pilot Program to amend certain of the continued listing requirements in its Listed Company Manual. It also sets out the NYSE's proposal to make the Pilot Program permanent.

An update on the SEC's publication of revised compliance and disclosure interpretations (C&DIs) for Regulation S-K and Form 8-K.

An update on the SEC's publication of an interpretive release providing guidance to public companies regarding the application of its existing disclosure requirements to climate change matters.

An update on an SEC order approving NASDAQ's proposed rule change to modify the procedures applied when listed companies fall below certain listing requirements.

An update on the NYSE's proposed rule change to amend certain initial listing requirements for companies listing in connection with a firm committment underwritten public offering whose common stock is registered under the Exchange Act before listing but not listed on a national securities exchange.

An update on the SEC's further revisions to its revised compliance and disclosure interpretations (C&DIs) for non-GAAP financial measures.

An update on the SEC's publication of revised compliance and disclosure interpretations (C&DIs) for non-GAAP financial measures.

An update on the increase of SEC filing and registration fees.

An update on the US Supreme Court's decision to grant certiorari in Morrison v. National Australia Bank.

An update on the status of the request for the US Supreme Court to grant a writ of certiorari to review Morrison v. National Australia Bank.

An update on the SEC's release of a sample letter identifying disclosure issues to consider when preparing the Management's Discussion & Analysis of Financial Condition and Results of Operations section of a Form 10-K, Form 10-Q or registration statement.

An update on the SEC's notice of immediate effectiveness of a proposed extension to the suspension of the NYSE's minimum $1 stock price continued listing requirement through July 31, 2009.

An update on compliance and disclosure interpretations published by the SEC on interactive data rules, Regulation S-T, Regulation S-K and Form 8-K Rules.

An update on a proposed rule change by FINRA to establish procedures expediting the administration of promissory note cases.

An update on NASDAQ's proposed rule change extending a temporary suspension of certain continued listing requirements.

This is an update on amendments to the SEC rules regarding application for EDGAR filing codes to allow additional documents to be submitted online.

An update on the SEC's approval of proposed changes to the New York Stock Exchange's listing requirements.

An update on a letter released by the NYSE to its listed foreign private issuers about their need to make their annual notifications and filings with the exchange.

An update on a final rule adopted by the SEC requiring companies to provide financial statement information in a form that is intended to improve its usefulness to investors.

An update on FINRA's proposed rule change to adopt a new set of consolidated rules governing financial responsibility of members.

An update on a revised FINRA rule proposal on reporting and other requirements for private placements of unregistered securities issued by members.

An update on a FINRA rule change approved by the SEC on trading ahead of research reports.

An update on a notice issued by FINRA reminding broker-dealers of their obligation to comply with federal securities laws and FINRA rules when participating in unregistered resales of restricted securities.

An update on a proposed rule change by the NYSE relating to fees payable in connection with listing certain securities on NYSE Bonds.

An update on the SEC approval of FINRA rule change to amend the Submission Agreement and related rules of the Codes of Arbitration Procedure for Customer and Industry Disputes.

An update on new provisions adopted by the SEC for oil and gas companies.

An update on NASDAQ's suspension of listing requirements.

An update on Congressional testimony from executives of exchanges in the US, UK and Germany each proposing to create a centralized clearing platform for the trading of credit default swaps.

This is an update on guidance issued by FINRA relating to new and amended FINRA rules promoting compliance with Regulation M under the Securities Exchange Act of 1934.

An update on the SEC's approval of a Depository Trust Company (DTC) rule filing which eliminates the issuance of physical certificates to confirm certain Withdrawals by Transfer.

IASB announced that it has issued a revised version of IFRS 1 First-time Adoption of International Financial Reporting Standards.

On 23 October 2008, the influential US Court of Appeals for the Second Circuit considered for the first time a so-called "foreign-cubed" case; that is, a securities fraud claim brought by a non-US investors against non-US defendants based on securities transactions outside the US. The court's analysis provides important guidance on activities that could bring non-US entities within the reach of US securities fraud litigation.