Adam Farlow
Adam is a dual-qualified New York and English law adviser in connection with Rule 144A and SEC-registered offerings and private placements of international debt (primarily high yield) and equity (including IPOs, rights issues and block trades), as well as SEC reporting and other compliance matters, involving companies, investors, major financial institutions and trustees around the globe. He has also regularly advises issuers, dealer managers and creditors in cross-jurisdictional liability management and restructurings.
Practice Area
Panel
- Contributing Author
Membership
- Elected Fellow of the American Bar Foundation
- Elected as an executive officer of the American Bar Association Section of International Law and serves as a member of its Council
- Previously chaired ABA International's International Securities & Capital Markets Committee
Qualifications
- New York (1998)
- England and Wales (2013)
Education
- University of Mississippi, B.B.A. 1994
- Yale Law School, Juris Doctor, 1997
2 Contributions by Adam Farlow
PRACTICE NOTES
English law subscription agreements for first-time bond issuers: a practitioner’s guide to key terms, risk allocation and negotiation in standalone debt offerings
Practice Note
This Practice Note is intended to offer information and hands-on guidance on English law subscription agreements for solicitors advising debut issuers of debt securities. It concentrates on debut issuers because, once an issuer has come to market, documentation for later offerings typically tracks very closely the papers used for that initial transaction; accordingly, the first deal’s documentation phase is the moment when an issuer and its advisers can review the terms in depth and—subject to prevailing debt capital markets norms—shape the form of the documents. The Note proceeds on the basis that debut issuers are unlikely to be large corporates, financial institutions, multilateral bodies (such as the World Bank) or sovereigns that customarily tap the international investment‑grade public debt markets, but rather entities active in particular segments of the market when conditions are favourable or when other funding sources (for example, bank loans) are unavailable, including:
emerging market corporates and financial institutions
universities
housing associations
charities
small and medium-sized enterprises (SMEs)
This coverage is aimed at issuers entering the market when bank lending is constrained, and includes small and medium-sized enterprises (see Practice Note: SMEs), while adhering to established debt capital markets practice throughout the documentation process...
Banking & Finance
PRACTICE NOTES
US 10b-5 (negative assurance) letters: purpose, content, exclusions and role in underwriters' due diligence defence for SEC-registered and Rule 144A offerings
A 10b-5 letter, often termed a ‘negative assurance letter’, is provided to the underwriters by the issuer’s and the underwriters’ counsel in connection with a United States securities offering, whether via an SEC-registered transaction or a private placement under Rule 144A of the United States Securities Act of 1933 (the ‘Securities Act’). Underwriters rely on this letter as corroboration of their due diligence investigations into the issuer when assembling a defence to potential liability under US federal securities laws. The document’s central focus is the prospectus used to market the securities to investors. It states that, based on counsel’s work on the offering, nothing has come to their attention that would cause them to believe the prospectus either:
contains an untrue statement of a material fact; or
omits a material fact necessary to ensure that, in light of the circumstances in which the statements were made, the prospectus is not misleading.
US federal securities law liability and the due diligence defence
In an offering of securities in the United...
Banking & Finance
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