Charles Farnsworth
A New York and Illinois-qualified US lawyer, Charles has practiced in London at both Allen & Overy and currently at Baker McKenzie. He represents issuers and investment banks in capital markets transactions, on matters of US securities law, New York law and transaction management in connection with international offerings of both debt and equity securities. These include SEC-registered offerings, 144A offerings and other private placements involving issuers, investors and financial institutions in Europe, Africa, the Middle East and the United States.
Practice Areas
Panels
- Contributing Author
- Other Publications
Qualifications
- New York (2005)
- Illinois (2009)
Education
- New York University School of Law, Juris Doctor, 2003
- Brigham Young University, B.A., 1998
4 Contributions by Charles Farnsworth
PRACTICE NOTES
Advising English law bond trustees on DCM transactions—roles, indemnities, enforcement and special issues (New York indentures, sovereign, securitisation, retail)
This Practice Note sets out guidance on how trustee’s counsel would ordinarily approach the review of bond documentation, detailing the areas to scrutinise and the specific points counsel should flag in those papers and related documentation. It also provides an overview of the trustee’s function within a debt capital markets (DCM) transaction, explores the principal concerns for trustees during the negotiation of the documents, considers the issues that can arise in connection with an enforcement, and gives a summary of further matters that may arise for particular types of bond issuances. Unless stated otherwise, this Practice Note addresses only transaction structures involving English trustees acting pursuant to English law‑governed trust deeds, in relation to debt securities issued on a standalone basis.
Overview of the trustee’s role
The trustee is an entity appointed by the issuer to represent the interests of bondholders, acting as the intermediary between the issuer and the bondholders...
Banking & Finance
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
Underwriters and managers in international debt securities offerings: responsibilities, key documentation, liabilities, risks and regulatory considerations
What does this Practice Note cover?
This Practice Note explains how institutions serving as underwriters or managers operate within capital markets debt issuances. It sets out an overview of underwriting and managerial duties, describes the principal deal documents they ordinarily sign up to, and summarises particular risks managers encounter in a debt securities offering. It notes the documents to which they are party and the risks they face.
What is underwriting and why are securities issuances typically underwritten?
The expression ‘underwriting’ denotes a commitment to subscribe for, or to buy, securities that cannot be placed with investors or funded by them in an offering. By giving that commitment, the underwriter transfers from the issuer the risk that investors will not take up the securities being offered. Accordingly, subject to specified conditions, the underwriter in effect guarantees the issuer both the volume of securities that will be sold and the amount of proceeds the issuer will obtain. Firms acting as underwriters on a securities offering are most commonly investment banks. Those investment banks are frequently described as managers, bookrunners or initial purchasers, depending on the precise roles they perform in the offering or transaction to which they are appointed as such...
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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