Jurisdiction(s):
United Kingdom

Key definition

Securities definition

What does Securities mean? In legal practice, securities are tradable instruments that evidence ownership or debt, typically shares, bonds/debentures, and related instruments (for example, warrants), used in corporate finance and capital markets transactions. The term is used across multiple legal contexts and is often defined by statute. In the UK, under the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (RAO), “securities” denotes a grouping of specified investments (for example, shares, debentures, government and public securities, warrants and certificates representing certain securities), distinct from “contractually based investments” and “other investments.” Separately, UK regulation and EU-derived frameworks use “transferable securities” (a MiFID/Prospectus...

Extending UK/EU Public Offers to US Investors: Rule 144A/Regulation S, Disclosure (MD&A), 1940 Act, ERISA, PFIC, Exchange Act, ADRs, Publicity and Broker-Dealer Requirements (US law)

Published by a LexisNexis Corporate expert

Practice notes

Practice Note

This Practice Note outlines the principal legal issues to consider when a company extends a public offer of Securities to Investors in the United States of America (US), including:

the available exemptions from SEC registration
the elements that shape disclosure
other regulatory considerations influencing who may or will buy the offered securities, eg:
- the US Investment Company Act of 1940
- the Employee Retirement Income Security Act of 1974
- US tax Rules
- the US Securities Exchange Act of 1934
the financial intermediaries permitted to offer the securities in the United States
whether US investors expect to hold the non-US issuer’s securities directly or through American Depositary Receipts
the publicity restrictions that must be applied
the role of any US advisers

A company and its advisers may conduct a placement of securities in the US in several ways, eg:

an offer into the US market, alongside a public offer in the UK and/or other European markets
a rights issue in which there are substantial US shareholders, or...

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John J. Satory

Fried, Frank, Harris, Shriver & Jacobson (London) LLP

John Satory is a counsel in the Corporate Department and is resident in the London office of Paul, Weiss. John focuses his practice on a variety of significant cross-border capital markets offerings, with a particular focus on financial institutions as well as the energy, communications, consumer retail and bio-tech sectors. His capital markets experience includes numerous billion-dollar-plus offerings of European, Asian and American issuers. ...

Web page updated on 21/05/2026

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