L:\Marketing\Client.Alerts\1 31127-Structured-Thoughts.doc
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Attorney Advertising
Volume 4, Issue 14 December 2, 2013
Launching an Exempt Structured Products Program in the United States:
Issues for Non-U.S. Banks to Consider
Non-U.S. banks that maintain a registered medium-term note program ma y wish to supplement that platform with an
exempt bank note program for issuanc es of structured products. Other non-U .S. banks may wish to make the plunge into
the U.S. market for the first time. Alt ernatively, a non-U.S. bank may have an existing exempt program, but has never
contemplated using that program f or issuances of structured products. In th is article, we summarize the key iss ues to be
considered prior to launching an exem pt structured products program.
Which exemptions are available, and is there any advantage to using any particular exemption?
Foreign banks may avail themselves of three exemptions from registration und er the Securities Act of 1933 (t he
“Securities Act”). Rule 144A under t he Securities Act (“Rule 144A”) and Re gulation D under the Securities Act
(“Regulation D”) are both transactiona l exemptions available to a non-U.S. bank or any other issuer, regardless of its
business.1 Regulation D is a safe harbor for private placem ents under Section 4(a)(2) of the Secur ities Act. There are
significant restrictions on transf er and resale for Rule 144A or Regulat ion D securities.
1 In this article, we refer to issuers using the Rule 144A and Regulation D exemptions as “foreign banks,” which term includes foreign financial
institutions that may not be organized as a bank.
IN THIS ISSUE:
Launching an Exempt Structured Produc ts
Program in the United States: Issues for
Non-U.S. Banks to Consider….…...….Page 1
“Big-Boy Letters” Revisited: Pharos Dec ision
Upheld by the Sixth Circuit.…………...Page 8
SEC Addresses Potentiall y Misleading Fund
Names.……………….………….…..….Page 9
What to Expect in 2014?.………...… ...Page 9
Nasdaq Quotation Service to Provide
Quotes…………………………...…….Page 12
LinkedIn………………………………..Page 13
Structured Products Conference: R egulation,
Legal and Compliance Issues and Bootc amp
Training Sessions……………………..Page 13
