Capital markets and structured investments

No.

Issuing debt securities

Issuers are required to take responsibility for disclosure documents for debt securities. Liability may arise for breach of statute for statements that are misleading or deceptive, or omit any required information. In addition to the issuer, directors, underwriters, and other parties making statements in a defective disclosure document may also be liable for the damage arising from such defective disclosure.

Investing in debt securities

Debt security terms and conditions typically contain provisions which may permit their modification without the consent of all investors and confer significant discretions on the trustee, which depending on the terms of issue may be exercised with or without the consent of investors and without regard to the individual interests of particular investors. The conditions also provide for meetings of investors to consider matters affecting the investors interests. These provisions typically permit defined majorities to bind all investors including investors who did not attend and vote at the relevant meeting and investors who voted against the majority.

Issuing debt securities

Issuers are required to take responsibility for prospectuses for debt securities. Misleading statements in, or omissions from, any applicable offering document can give rise to both civil and criminal liability under Belgian law. Belgium provides investor protection through legal and regulatory provisions relevant to liability for an inaccurate offering memorandum.

There are also general fraud laws and regulations and liability may also arise through a civil action for deceit, negligent misstatement or misrepresentation.

Investing in debt securities

Debt security terms and conditions typically provide for meetings of investors to consider matters affecting the investors interests. These provisions typically permit defined majorities to bind all investors including investors who did not attend and vote at the relevant meeting and investors who voted against the majority.

Issuing debt securities

Issuers and, to a certain extent, brokers, are required to take responsibility for prospectuses for debt securities. Misleading statements in, or omissions from, any applicable offering document can give rise to both civil and criminal liability under Brazilian law. Brazil has various investor protection statutory provisions relevant to liability for an inaccurate offering memorandum. There are also general fraud statutes and liability may also arise under common law through a civil action for deceit, negligent misstatement or misrepresentation.

Investing in debt securities

There are a number of considerations that the investor has to bear in mind before investing debt securities. For instance, debt security terms and conditions typically contain provisions for meetings of investors to consider matters affecting the investors' interests. These provisions typically permit defined majorities to bind all investors including investors who did not attend and vote at the relevant meeting and investors who voted against the majority.

Issuing debt securities

Issuers filing a prospectus are responsible for statements made in prospectuses and any misleading statement, omissions or failure to make full, true and plain disclosure could result in civil and criminal liability. Further, purchasers of securities offered by a prospectus that contains a misleading statement also have a right of rescission and a right to bring a civil action against the issuer as well as the directors, the underwriters, the auditors etc.

Issuers must also ensure that the issuance of debt securities does not contravene any covenants made to other lenders or the terms and conditions of any agreement to which the issuer is a party.

Investing in debt securities

Where debt securities are issued under a trust indenture, the indenture trustee usually has the authority to permit certain changes to the terms and conditions without the consent of the security holders. Further, significant changes may be made with the approval of a majority of security holders.

Issuing debt securities

The issuance of debt securities is the responsibility of the issuer, as stated in the prospectus (which states explicitly the responsibility of the issuer regarding the information stated in it). Discrepancies in the information published to the public in the prospectus or other misleading information when issuing debt securities may lead to severe sanctions (even imprisonment).

Investing in debt securities

In financial terms, debt securities are not considered high risk (they are low risk securities, since they have a fixed profitability). However, it is advisable when investing in these kinds of securities, to fully revise the prospectus and check the issuer´s background and its qualifications.

Issuing debt securities

Issuers are required to take responsibility for all the information incorporated in the prospectuses for debt securities. Misleading statements in, misrepresentations, or omissions from, any applicable offering document or information can give rise to both regulatory and criminal liability under Colombian law. Colombian regulation has various investor protection statutory provisions relevant to liability for an inaccurate offering memorandum.

Investing in debt securities

Debt security terms and conditions typically contain provisions which may permit their modification without the consent of all investors and confer significant discretions on the trustee (Fiduciary Institution), which may be exercised without the consent of investors and without regard to the individual interests of particular investors. The conditions also provide for at least one ordinary meeting of investors, to be carried out during the first three months of each calendar year, to consider matters affecting the investors’ interests. These provisions typically permit defined majorities to bind all investors including investors who did not attend and vote at the relevant meeting and investors who voted against the majority.

Issuing debt securities

Issuers are required to take responsibility for prospectuses for debt securities. The Czech National Bank supervises compliance with the legal regulations when issuing debt securities. The Czech National Bank has a wide range of powers.

In the case of breach of the legal regulations, it can impose forced administration and forbid the issuing of debt securities for a period of 10 days. In the Criminal Code, there is also a general crime of fraud. Where this applies, a criminal liability can also arise.

Investing in debt securities

There is a risk of the decline in the credit ranking of a company which issued the debt security. Corporate debt securities can also be more difficult to sell due to the prevailing market conditions.

Issuing debt securities

Issuers are required to take responsibility for prospectuses for debt securities. Misleading statements in, or omissions from, any applicable offering document can give rise to both administrative and criminal liability under Finnish law.

Investing in debt securities

The most significant risk related to debt securities is the issuer’s repayment capacity, or the risk as to whether the issuer is able to perform its obligations on the maturity date (or other payment dates), that is, to repay the nominal capital and return to the investors. In order to enable the assessment of the issuer's repayment capacity, the bond prospectus or base prospectus describes the issuer's financial position and risks factors related to debt securities.

Issuing debt securities

Issuers are required to provide comprehensive information in relation to their financial situation and activities as well as to provide risk factors to bring the attention of investors. Issuers are accountable and liable for misleading or inaccurate information provided in their prospectus or information memorandum.

Investing in debt securities

Specific risks factors related to the securities and the ability of the issuer to repay the securities are generally provided for under the prospectus or the information memorandum. Typically, an investor may lose all his investment in case of insolvency or inability of the issuer to fulfil his payment obligations.

Issuing debt securities

There are no unusual jurisdiction-specific legal risks.

Investing in debt securities

There are no unusual jurisdiction-specific legal risks.

Currency risk – domestic debt issues open to non-resident investors are denominated in GHS and therefore subject to exchange rate risk.

Issuing debt securities

Issuers, offerors and distributors are required to take responsibility for prospectuses for debt securities. Misleading statements in, or omissions from, any applicable offering document can give rise to (joint and several) civil liability under Hungarian law.

Investing in debt securities

If the prospectus has been supplemented during the public offering of securities any investor who has subscribed for securities or entered into an agreement to purchase securities before the supplement was made available to the public shall be entitled to cancel his declaration of subscription or withdraw from the agreement. The investor may exercise the right of withdrawal within two working days from the date when the supplement was published.

Issuing debt securities

Pursuant to Regulation 35 of and the schedule to the Irish Regulations, each of the following persons (i.e. more than one person may be required to take responsibility for the whole of the prospectus) is responsible for the prospectus, where the securities are not equity securities:

• if the case involves an offer of securities to the public, the offeror of the securities;
• if the case involves the admission to trading of securities, the person seeking admission;
• if there is a guarantor in respect of the issue, the guarantor in respect of statements included in, or information omitted from, the prospectus that relate to the guarantor or the guarantee given by the guarantor.

Certain persons can take responsibility for specified parts. This is in addition to the responsibility attaching to the person(s) in (a) to (c) above.

Civil and criminal liability may attach to an issuer for breaches of the prospectus regime, the transparency regime, market abuse regime, including civil and criminal liability under the Companies Act 2014. In addition, the Central Bank of Ireland and/or Euronext Dublin can impose administrative sanctions for breach of the prospectus regime or of the listing rules, as appropriate.

Civil liability for certain claims, including mis-statements or omissions in a prospectus, may also arise under common law.

Civil liability in respect of misstatements under the Companies Act 2014 does not extend to the directors of the issuer or an expert who consented to the inclusion of their statement in the debt securities prospectus, unless the prospectus expressly provides otherwise or unless such person is convicted on indictment of an offence created by the Irish Regulations or an offence under s1357 of the Companies Act in respect of the issue of that prospectus.

Under the Transparency (Directive 2004/109/EC) Regulations 2007 (S.I. 277/2007) (as amended), any person (including a director or secretary) who knowingly or recklessly provides false or misleading information in an attempt to comply with those regulations  shall be guilty of an offence. The Irish Regulations also permit the Central Bank of Ireland to impose administrative sanctions for prescribed contraventions as set out therein.

The Market Abuse Regulation (EU596/2014), the Market Abuse Directive on criminal sanctions for market abuse (Directive 2014/57/EU) (transposed into Irish law by the Irish Market Abuse Regulations) (S.I. No 349/2016) together with the Companies Act 2014 provide that civil and criminal liability may attach to the issuer and potentially a director or officer of the issuer who consented to or approved a breach of market abuse law.

Investing in debt securities

The terms and conditions relating to debt securities typically contain provisions permitting minor amendments to be made to transaction documentation without the need to obtain the consent of all investors. The trustee acting on behalf of the investors is usually given the discretion to do this. The terms and conditions also provide for meetings of investors in order to consider matters that could potentially affect an investor’s interests. The transaction documents will provide for defined majorities to bind all investors, including those who did not attend and vote and those who voted against the majority.

Issuing debt securities

Under Italian law, the issuer, offeror, guarantor, or the persons responsible for the information contained in the prospectus, shall be liable, each in relation to the extent of their own duties, for damages caused to the investor placing reasonable faith in the truth and accuracy of information contained in the prospectus, unless it is proved that all due diligence was adopted for the purpose of guaranteeing that the information in question complied with the facts and that no information was omitted that could have altered the sense thereof. Investors suffering loss are entitled to bring a civil action for negligent misstatement or misrepresentation, and also criminal law sanctions may be imposed in such cases.

Investing in debt securities

Under Italian law, a noteholders' meeting may amend the terms and conditions of the debt securities provided that certain conditions regarding the constitutive/deliberative quorum are fulfilled. To this extent, an extraordinary resolution passed by a qualified majority of noteholders binds all the noteholders.

In addition, in the case that the issuer is an institution falling within the scope of the BRRD the potential investor should be aware that such institution may be subject, upon certain conditions, to resolution measures. In particular, the relevant resolution authority could apply certain resolution tools including, among others, the bail-in tool. Consequently, the potential investor may be subject to the risk that the resolution authority will exercise the write-down or conversion power in respect of the relevant institution's liabilities (including the securities purchased by the investor).

Risks are of different types:

Foreign exchange risk: the rate of a currency may increase and cause the value of assets denominated in a different currency to decrease.

Interest rate risk: interest rate variations may lead to more cost or loss of income for an investor.

Liquidity risk is the risk of the impossibility to sell a financial instrument at a certain price.

Inflation risk may occur when repayment is made in a depreciated currency or when an investor ends up with a rate of return below the rate of inflation.

Regulatory risk: changes in Laws or Regulations may have an impact on investments in debt securities.

Solvency risk: borrowers may be unable to meet their commitments and creditors may lose their claims.

Political risk: this type of risk is associated with a political situation where authorities change their tax systems, the ability to repatriate capital and the like.

Risks or issues around issuing debt securities mainly lie on issuers being required to assume responsibility for information relating to debt securities. Any applicable offer document must have the stamp of approval of the CREPMF, failure of which may result in the nullity of the proposed financial transaction and result in criminal and civil penalties.

Issuing debt securities

The Companies Act stipulates that a company issuing debt securities must appoint a bond administrator unless either:

• the minimum par value of each bond is JPY100 million or more; or
• the number of bondholders is 49 or less.

The bond administrator, which is appointed among banks or other financial institutions, will manage the bonds on behalf of the issuers and owe a duty of care towards the bondholders. In practice, most bonds do not have bond administrators.

Issuing debt securities

Issuers are required to take responsibility for prospectuses for debt securities. Misleading statements in, or omissions from, any applicable offering document can give rise to both civil and criminal liability under Luxembourg law. Luxembourg has various bondholder protection statutory provisions relevant to liability for an inaccurate offering memorandum. In this respect, article 12 of the Luxembourg law dated 16 July 2019 on prospectuses for securities provides that an administrative fine of a maximum amount of €700,000 may be imposed on an issuer providing incomplete or inaccurate information in a prospectus or if it publishes or causes to be published false information in a prospectus or a supplement to the prospectus. There are general fraud statutes and liability may also arise under common law through a civil action for deceit, negligent misstatement or misrepresentation. Criminal penalties (article 13 of the Prospectus Law) and publication of decisions (article 14 of the of the Luxembourg law dated 16 July 2019 on prospectuses for securities) are also possible.

Investing in debt securities

Debt security terms and conditions typically contain provisions which may permit their amendment without the consent of all bondholders, which may be exercised without the consent of bondholders and without regard to the interests of particular bondholders. The conditions also provide for meetings of bondholders to consider matters affecting the bondholders' interests. These provisions typically permit defined majorities to bind all bondholders including bondholders who did not attend and vote at the relevant meeting and bondholders who voted against the majority. Luxembourg law provisions applicable to bondholders' meetings can be excluded. Selling restrictions should also be considered.

Issuers are required to take responsibility for prospectuses for debt securities. Misleading statements in, or omissions from, any applicable offering document can give rise to both civil and criminal liability under Mauritian law. Mauritius has various investor protection statutory provisions relevant to liability for an inaccurate offering memorandum. There are also general fraud statutes and liability may also arise under civil law.

Issuing debt securities

Issuers are required to take responsibility for prospectuses for debt securities. Misleading statements in, or omissions from, any applicable offering document can give rise to both civil and criminal liability under Mexican law. Mexico has various investor protection statutory provisions relevant to liability for an inaccurate offering memorandum. There are also general fraud statutes and liability may also arise under Mexican law through a civil action for deceit, negligent misstatement or misrepresentation.

Investing in debt securities

Debt security terms and conditions typically contain provisions which may permit their modification without the consent of all investors and confer significant discretions on the common representative, which may be exercised without the consent of investors and without regard to the individual interests of particular investors. The conditions also provide for meetings of investors to consider matters affecting the investors' interests. These provisions typically permit defined majorities to bind all investors including investors who did not attend and vote at the relevant meeting and investors who voted against the majority.

Issuing debt securities

Issuers are required to provide comprehensive information in relation to their financial situation and activities as well as to provide risk factors to bring the attention of investors. Issuers are accountable and liable for misleading or inaccurate information provided in their information document.

Investing in debt securities

Specific risks factors related to the securities and the ability of the issuer to repay the securities are generally provided for under the information document. An investor may lose all his investment in case of insolvency of the issuer.

There are no specific risks under Dutch law (other than regulatory considerations and general doctrines).

Issuing debt securities

Issuers are required to take responsibility for prospectuses for debt securities. Misleading statements in, or omissions from, any applicable offering document and oral statements concerning the issue of the offering document or the content of the offering document can give rise to both civil and criminal liability under Dutch law. The requirements are specified in case law on this subject. The Netherlands furthermore has various investor protection statutory provisions relevant to liability for an inaccurate offering memorandum.

Investing in debt securities

There are no specific Dutch law related risks or issues in relation to the issue of debt securities.

Issuing debt securities

Debt securities may only be issued to retail investors under a product disclosure statement that complies with the Financial Markets Conduct Act 2013 (FMCA). Misleading or deceptive statements in a product disclosure statement or any advertising can lead to civil and criminal liability under the FMCA.

Investing in debt securities

Debt security terms and conditions typically contain provisions which may permit their modification without the consent of all investors and confer significant discretions on the trustee, which may be exercised without the consent of investors and without regard to the individual interests of particular investors. The conditions also provide for meetings of investors to consider matters affecting the investors interests. These provisions typically permit defined majorities to bind all investors including investors who did not attend and vote at the relevant meeting and investors who voted against the majority.

Issuing debt securities

Issuers are required to take responsibility for prospectuses for debt securities. Misleading statements in, or omissions from, any applicable offering document may give rise to both civil and criminal liability under Norwegian law. Norway has various investor protection statutory provisions relevant to liability for an inaccurate offering memorandum. There are also general fraud statutes and liability may also arise under common law through a civil action for deceit, negligent misstatement or misrepresentation.

Investing in debt securities

Debt security terms and conditions typically confer significant discretions on the trustee. The trustee will represent the interests of the debt security holders, and will be the only party who can take legal action, whether against the issuer's board of directors or the issuer itself. The conditions also provide for meetings of investors to consider matters affecting the investors' interests. These provisions typically permit defined majorities to bind all investors including investors who did not attend and vote at the relevant meeting and investors who voted against the majority.

Issuing debt securities

Issuers are required to take responsibility for prospectuses for debt securities. Misleading statements in, or omissions from, any applicable offering document can give rise to administrative, civil and criminal liability under Peruvian law. Peru has various investor protection statutory provisions relevant to liability for inaccurate prospectus. There are also general fraud statutes and liability may also arise under common law through a civil action for deceit, negligent misstatement or misrepresentation.

Investing in debt securities

Debt security terms and conditions typically contain provisions which may permit their modification without the consent of all investors and confer significant discretion on the trustee, which may be exercised without the consent of investors and without regard to the individual interests of particular investors. The conditions also provide for meetings of investors to consider matters affecting the investors' interests. These provisions typically permit defined majorities to bind all investors including investors who did not attend and vote at the relevant meeting and investors who voted against the majority.

Issuing debt securities

Issuers are required to take responsibility for prospectuses for debt securities. Misleading statements in, or omissions from, any applicable offering document can give rise to both civil and criminal liability under Polish law. Poland has various statutory investor protection provisions relevant to liability for an inaccurate offering memorandum. There are also general fraud statutes and liability may also arise for deceit, negligent misstatement or misrepresentation.

Investing in debt securities

With respect to changes of the terms and conditions of issue, there are various requirements with respect to consent that aim at protecting investors. For instance, a change of the terms of conditions of issue requires a resolution of the bondholders’ meeting and consent of the issuer. Resolutions of a bondholders’ meeting concerning amending the qualified provisions of the terms and conditions of issue have to be adopted by a majority of three-fourths of votes, and in the case of bonds admitted to trading on the regulated market or introduced to the alternative trading system, resolutions concerning amending the qualified provisions of the terms and conditions of issue require the consent of all the bondholders present during the bondholders' meeting. Moreover, resolutions of the bondholders' meeting concerning the reduction of the nominal value of bonds require the consent of all the bondholders present during the bondholders' meeting.

MIFID II Directive

Poland has implemented the MIFID II Directive, thus forcing the investment firms offering securities to disclose whom they represent while offering securities and limiting their possibility to charge commission and receive remuneration from the securities issuers.

Enhanced oversight of non-public securities trading

Following the Act of 9 November 2018 on amendment of certain acts in connection with strengthening the supervision over the financial market and protection of investors. all bonds (corporate bonds, bonds of security and closed-end investment fund certificates) offered by the Polish issuers or in Poland need to be dematerialized, meaning that bonds cannot be in the form of a printed document, but need to be registered with the National Securities Depository (Krajowy Depozyt Papierów Wartościowych or KDPW). They will exist only as an entry in the KDPW computer system, as is the case of securities traded on the Warsaw Stock Exchange.

Issuing debt securities

Issuers are required to take responsibility for prospectuses for debt securities. Misleading statements in, or omissions from, any applicable offering document can give rise to administrative liability under Portuguese law and additional public sanctions.

Investing in debt securities

Debt security terms and conditions typically contain provisions which allow for modification without the consent of all investors and without regard to the individual interests of particular investors. The conditions also provide for meetings of investors to consider matters affecting the investors. These provisions typically allow defined majorities to bind all investors including investors who did not attend and vote at the relevant meeting and investors who voted against the majority.

Issuing debt securities

All issuances of debt securities are subject to the anti-fraud provisions of the Uniform Securities Act and US securities laws.

Investing in debt securities

Debt security terms and conditions typically contain provisions which may permit their modification without the consent of all investors and confer significant discretions on the trustee, which may be exercised without the consent of investors and without regard to the individual interests of particular investors. The conditions also provide for meetings of investors to consider matters affecting the investors interests. These provisions typically permit defined majorities to bind all investors including investors who did not attend and vote at the relevant meeting and investors who voted against the majority.

Issuing debt securities

Making a public offer without the Financial Supervisory Authority's approval of the prospectus, when no exemption applies, constitutes an administrative offense.

Issuers are required to take responsibility for prospectuses for debt securities.

Misleading statements in, or omissions from, any applicable offering document may give rise to civil and, under certain circumstances and mainly in case of willful misconduct, criminal liability.

Generally, it should be noted that issuing or investing in securities in emerging markets such as the Russian Federation is subject to greater economic, political and legal risks when compared with more mature markets.

Potential legal risks are connected with the fact that regulation of the securities market in Russia is rather new and undeveloped in some spheres. The relevant laws tend to change rapidly and their practical implementation may be inconsistent or unclear. Some important areas of the securities market are not regulated in Russia, while in other areas the law imposes obligations on the Russian issuers which are not common in other markets. The approach of the Russian regulator and interpretations of the applicable legislation are unstable, not well developed and, at times, can be unpredictable and selective.

Issuing debt securities

Failure to comply with the stated requirements of proper information disclosure including misleading statements in, or omissions from, a prospectus can lead to civil, administrative or criminal liability. Federal Law 'On Protection of Rights and Legitimate Interest of Investors on Securities Market' provides various measures for the protection of investors.

Investing in debt securities

The concept of a bonds trustee (which is not a trustee in common law terms but a representative that acts on behalf of, and in the interests of, the bond holders) was recently introduced to the Russian securities market. The law provides the bonds trustee with significant discretion, while being in some parts vague and not widely tested in practice. Some bonds trustees on the market may interpret the law differently leading to uncertainty among investors.

The law also introduced a concept of investors meetings which consider matters affecting the investors interests. The decision of any such meeting is binding upon all investors including investors who did not attend and vote at the relevant meeting and investors who voted against the decision.

Risks are of different types:

Foreign exchange risk: the rate of a currency may increase and cause the value of assets denominated in a different currency to decrease.

Interest rate risk: interest rate variations may lead to higher cost(s) or loss(es) of income for an investor.

Liquidity risk is the risk of the impossibility to sell a financial instrument at a certain price.

Inflation risk may occur when repayment is made in a depreciated currency or when an investor ends up with a rate of return below the rate of inflation.

Regulatory risk: changes in Laws or Regulations may have an impact on investments in debt securities.

Solvency risk: borrowers may be unable to meet their commitments and creditors may lose their claims.

Political risk: this type of risk is associated with a political situation where authorities change their tax systems, the ability to repatriate capital and the like.

Risks or issues around issuing debt securities mainly lie on issuers being required to assume responsibility for information relating to debt securities. Any applicable offer document must have the stamp of approval of the CREPMF, failure of which may result in the nullity of the proposed financial transaction and result in criminal and civil penalties.

Issuing debt securities

Issuers are required to take responsibility for prospectuses, if applicable, for debt securities. Misleading statements in, or omissions from, any applicable offering document can give rise to both civil and criminal liability under Singapore law. Singapore has various investor protection statutory provisions relevant to liability for an inaccurate offering memorandum. There are also general fraud statutes and liability may also arise under common law through a civil action for deceit, negligent misstatement or misrepresentation.

Investing in debt securities

Debt security terms and conditions typically contain provisions which may permit their modification with the consent of a majority of the investors. If a trust deed is required, it will typically confer certain discretions on the trustee, which may be exercised without the consent of investors and without regard to the individual interests of particular investors. The conditions also provide for meetings of investors to consider matters affecting the investors interests. These provisions typically permit defined majorities to bind all investors including investors who did not attend and vote at the relevant meeting and investors who voted against the majority.

Issuing debt securities

Issuers are required to take responsibility for prospectuses, as well as for information provided in the documents promoting the issue of debt securities. Misleading statements in, or omissions from, any applicable offering document can give rise to both civil liability for damages, as well as criminal liability.

Investing in debt securities

No specific issues.

Issuing debt securities and investing in debt securities

The JSE can suspend the listing of debt securities on failure by an issuer to comply with the Debt Listings Requirements of the JSE – which include ongoing disclosure obligations. The JSE can also censure the issuer (publicly or privately) or impose a fine or any other penalty that is appropriate in the circumstances.

Macro-economic risks

South Africa has recently received a credit-rating downgrade, which has prompted issuers to sidestep the bond market and opt for less public forms of fundraising. A number of South Africa's state-owned entities are in precarious financial positions with their respective corporate governance structures coming under increasingly intense public scrutiny.

Issuing debt securities

Issuers are responsible for the information contained in the prospectus, and they may face both civil and criminal liability in respect of the inaccuracy of such information.

With respect to civil liability, the civil liability of the Issuer relates to the content of the prospectus and is contained in article 38 of the Securities Markets Law and articles 32 to 37 of the Royal Decree 1310/2005. However, this liability is only applicable when Spain is the home member state (i.e., when the Comisión Nacional del Mercado de Valores (Spanish Securities and Exchange Commission, CNMV) is the competent authority approving the prospectus).

In relation to criminal liability, the Spanish Organic Act 10/1995, dated 23 November, on the Criminal Code (the Criminal Code) includes a specific criminal offence which may affect issuers if the relevant securities are admitted to trading in a Spanish regulated market or multilateral trading facility. Article 282 bis of the Criminal Code provides that:

‘[T]hose who, as de facto or de jure managers of a company that issues securities admitted to trading on securities markets, falsify the economic-financial information contained in a prospectus used to issue any financial instruments or information that the company must publish and make known pursuant to securities market legislation, concerning its resources, activities and present and future business, in order to attract investor or depositors to place any kind of financial asset, or to obtain financing by any means, shall be punished with a sentence of imprisonment of one to four years. Should the investment, deposit, placement of asset or financing be eventually obtained, causing damage to the investor, depositor, acquirer of the financial assets or creditor, the punishment shall be imposed in its upper half. Should the damage caused be sufficiently serious, the punishment to be imposed shall be one to six years imprisonment and a fine to be paid within six to twelve months.’

Investing in debt securities

Issuance of debt securities will qualify as a public offer, if:

• their terms and conditions are governed by Spanish law or by a non-EU or non-OECD country; and
• they are offered in Spain or admitted to trading in a Spanish regulated market or multilateral trading facility requiring a bondholder's syndicate and the appointment of a commissioner, who will be the legal representative of the bondholders' syndicate (there is also a requirement to convene investor meetings at the request of bondholders which represent, at least, 5%. of bonds issued and not repaid).

The directors of the issuer and the commissioner may convene investors meetings. The investors meetings have to approve any modification to the terms and conditions of the bonds by majority. A reinforced majority is required to the amendment to the term redemption conditions of the bonds, and conversion or exchange of the bonds.

Issuing debt securities

Issuers are required to take responsibility for prospectuses for debt securities. Misleading statements in, or omissions from, any applicable offering document can give rise to both civil liability and sanctions under Swedish law. Sweden has various statutory provisions which impose liability for an inaccurate offering memorandum and which provide investors with protection. Furthermore, general statutes regarding fraud and liability for negligence may be applicable.

Investing in debt securities

Debt security terms and conditions typically contain provisions which may permit their modification without the consent of all investors and confer significant discretion on the agent, which may be exercised without the consent of investors and without regard to the individual interests of particular investors. The conditions also provide for meetings of investors to consider matters affecting the investor's interests. These provisions typically permit defined majorities to bind all investors including investors who did not attend and vote at the relevant meeting and investors who voted against the majority.

Issuers are required to take responsibility for prospectuses for debt securities. Misleading statements in, or omissions from, any applicable offering document can give rise to both civil and criminal liabilities under regulations of the Securities and Exchange Commission and other applicable laws. 

Issuing debt securities

Issuers are responsible for prospectuses for debt securities. Offering documentation shall not contain any misrepresentation, omission or misstatement which may give rise to civil, administrative and criminal liability under Ukrainian legislation. The Criminal Code of Ukraine prescribes criminal liability for deliberate misrepresentation (fraud) in the documents submitted for registration.

Investing in debt securities

Once issued and placed, debt security terms cannot be modified.

Issuing debt securities

Issuers are required to take responsibility for prospectuses for debt securities. Misleading statements in, or omissions from, any applicable offering document can give rise to both civil and criminal liability under English law. The UK has various investor protection statutory provisions relevant to liability for an inaccurate offering memorandum. There are also general fraud statutes and liability may also arise under common law through a civil action for deceit, negligent misstatement or misrepresentation.

Investing in debt securities

Debt security terms and conditions typically contain provisions which may permit their modification without the consent of all investors and confer significant discretions on the trustee, which may be exercised without the consent of investors and without regard to the individual interests of particular investors. The conditions also provide for meetings of investors to consider matters affecting the investors interests. These provisions typically permit defined majorities to bind all investors including investors who did not attend and vote at the relevant meeting and investors who voted against the majority.

Issuing debt securities

Issuers are required to take responsibility for prospectuses for debt securities. Misleading statements in, or omissions from, any applicable offering document can give rise to both civil and criminal liability under Scots law. The UK has various investor protection statutory provisions relevant to liability for an inaccurate offering memorandum. There are also general fraud statutes and liability may also arise under common law through a civil action for deceit, negligent misstatement or misrepresentation.

Investing in debt securities

Debt security terms and conditions typically contain provisions which may permit their modification without the consent of all investors and confer significant discretions on the trustee, which may be exercised without the consent of investors and without regard to the individual interests of particular investors. The conditions also provide for meetings of investors to consider matters affecting the investors interests. These provisions typically permit defined majorities to bind all investors including investors who did not attend and vote at the relevant meeting and investors who voted against the majority.

Issuing debt securities

Issuers, originators and obligors are required to take responsibility for prospectuses for debt securities. Misleading statements in, or omissions from, any applicable offering document can give rise to both civil and criminal liability under UAE law.

Investing in debt securities

Debt security terms and conditions typically contain provisions which may permit their modification without the consent of all investors and confer significant discretions on the trustee (or delegate), which may be exercised without the consent of investors and without regard to the individual interests of particular investors. The conditions also provide for meetings of investors to consider matters affecting the investors interests. These provisions typically permit defined majorities to bind all investors including investors who did not attend and vote at the relevant meeting and investors who voted against the majority.

In certain respects, the legal and regulatory framework in the UAE is still developing for debt securities (and is therefore viewed as an emerging market). Accordingly, there may be certain additional risks for investors in terms of enforceability of obligations and the ability to exercise certain rights. However, this will ultimately depend of the nature of the debt securities and careful consideration will need to be made as to the appropriate risk factors to be included in the prospectus or offering document in this regard.

Before making an investment decision, prospective investors in debt securities should always consider carefully – in the light of their own financial circumstances and investment objectives – all of the information in the prospectus (and consult their own financial, tax, legal and other professional advisors regarding the suitability of any debt security).

Issuing debt securities

An issuer of debt securities will be subject to certain of the anti-fraud protections of the US federal and state securities laws. As a result, an issuer of debt securities may be subject to claims from purchasers based upon the accuracy of the disclosure provided at the time of issuance, which would not apply in a loan transaction.

Investing in debt securities

As a holder of debt securities, the investor is typically not in direct contractual privity with the issuer and must rely upon a trustee to act on behalf of all the holders. As a result, collective action problems can develop, as different investors may have divergent interests and incentives.