Avoiding Liability – The Role of Auditors and Comfort Letters in Capital Markets Transaction

Abstract

In every capital raising exercise, there will be various obligations and requirements imposed by the stock exchanges, securities laws and investors. These obligations and requirements are then represented by a disclosure document (commonly known as a prospectus or offering circular). The disclosure document then creates various liability issues for issuers and managers which extends even after the offering process has completed. Liability on issuers and managers protects investors against fraudulent offerings (think Wolf of Wall Street!). In order to mitigate such risks arising from disclosure documents, issuers and managers (through their respective legal counsels) avail themselves of the due diligence defense. Come and hear Ben Chester Cheong talk more about how auditors and comfort letters play a crucial role in the due diligence defense in the context of US securities laws in international offerings.