Jurisdiction(s):
United Kingdom

Key definition

Advising definition

What does Advising mean? Advising, in financial services practice, means giving a client (or their agent) a recommendation on the merits of buying, selling, subscribing for, underwriting or exercising rights in a specific investment. In the UK (England & Wales, Scotland and Northern Ireland), this is the regulated activity of advising on investments under article 53 of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001. It captures advice given to a person as an investor or potential investor, or as agent for one, about a particular investment. Firms must be authorised or exempt, and the activity engages...

English law subscription agreements for first-time bond issuers: a practitioner’s guide to key terms, risk allocation and negotiation in standalone debt offerings

Published by a LexisNexis Banking & Finance expert

Practice notes

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...

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Charles Farnsworth

Baker McKenzie

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....

Adam Farlow

Baker McKenzie

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....

Web page updated on 21/05/2026

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