Capital markets and structured investments

No.

The general position under the Corporations Act 2001 (Cth) is that debt securities may only be offered and sold in Australia if they are accompanied by a disclosure document prepared in accordance with the Corporations Act 2001 (Cth). Disclosure documents must be lodged with ASIC.

 There are exceptions to the requirement to prepare a disclosure document which are outlined below.

The Corporations Act 2001 (Cth) also imposes a general prohibition on the advertising or publicity of offers of securities that require a disclosure document. There are further prohibitions on ‘hawking’ (i.e. unsolicited meetings or telephone calls).

If debt securities are listed on the Australian Securities Exchange, there are additional disclosure requirements and continuing obligations that will apply – these are contained in the Listing Rules of the Australian Securities Exchange.

Both Belgian and EU law contain restrictions on offering and selling debt securities.

Unless certain exclusions or exemptions apply, the public offer of debt securities in Belgium and the admission of such securities to trading on a Belgian regulated market requires the publication of a prospectus in compliance with the Prospectus Regulation/Prospectus Law.

A prospectus shall, in particular, not be required for public offers of securities or other investment instruments that are either:

• For a total consideration of less than, or equal to, EUR5,000,000.
• For a total consideration of more than EUR5,000,000 and less than, or equal to, EUR8,000,000,000 which will be admitted to trading on Euronext Growth Brussels or Euronext Access Brussels.

However, any prospectus drawn up in respect of investment instruments (other than securities) will not benefit from the EEA passporting regime.

The Prospectus Law also requires issuers to prepare an "information note" in the following circumstances (in each case, subject to certain exemptions):

• An offer to the public of securities or other investment instruments for a total consideration of less than EUR5,000,000.
• An offer to the public of securities or other investment instruments for a total consideration of less than EUR8,000,000 to the extent these instruments will be listed on Euronext Growth Brussels or Euronext Access Brussels.
• An admission to trading of securities or other investment instruments on Euronext Growth Brussels or Euronext Access Brussels.

This obligation does not apply to the following offers (the so called 'safe harbor provisions'):

• an offer for a total consideration of less than, or equal to, € 5,000,000;
• an offer for a total consideration of more than € 5.000.000 and less than, or equal to, € 8.000,000.000 which will be admitted to trading on Euronext Growth Brussels or Euronext Access Brussels.

There are restrictions on offering and selling debt securities under Brazilian law, in general, and Brazilian Securities Commission (CVM) regulation, specifically.

Unless certain exclusions or exemptions apply, it is unlawful to offer debt securities to the public in Brazil or to request that they are admitted to trading on a regulated market operating in Brazil unless:

• an approved prospectus has been made available to the public; and
• the offer is registered with CVM.

There are restrictions on the issuance of debt securities in all Canadian jurisdictions.

The rules relating to the issuance of debt securities are the same as those relating to the issuance of equity. Debt securities may not be issued to the public unless a prospectus has been filed with the securities commission of each province and territory in which the securities are proposed to be sold. Debt securities may be issued without filing a prospectus by way of a private placement.

In the debt market, debt securities have to be issued by institutions accredited by the CMF. In addition, the issuance is regulated by the CMF.

Under Colombian law there are no restrictions on offering and selling debt securities but there are some requirements, including the following, that supervised financial institutions shall comply with.

• Debt securities must be registered in the National Registry for Securities and Issuers (Registro Nacional de Valores y Emisores (RNVE)).
• The Superintendency of Finance shall approve the specific regulations (ie rules and offering memorandum) for the issuance of securities by means of a public offer.
• For the issuance of notes convertible into shares or notes with the option for the subscription of shares, the issuing company shall have its shares listed on the Colombian Stock Exchange (CSE), in which its notes also have to be listed. Unsecured notes issued by the public offer shall also be listed.
• In case the issuance of debt securities is going to be made exclusively among the shareholders or between the creditors in order to capitalize the obligations of the issuing company, the securities do not need to be listed on the CSE.
• The value of the credit represented by the notes should not be less than 2,000 monthly legal minimum wages (approximately US$ 491,156 using an exchange rate of COP$ 3,004).
• The bond´s maturity period shall not be less than one year.

Yes.

There are restrictions on offering and selling debt securities under both the Czech and EU law. The main restrictions under Czech law are contained in the Act No. 190/2004 Coll., on Bonds.

Any joint-stock company can issue debt securities unless forbidden by law, eg investment funds cannot issue debt securities.

There are restrictions on offering and selling debt securities under both Finnish and EU law. The Securities Markets Act regulates offering and selling debt securities in Finland.

Unless exclusions or exemptions apply, it is unlawful to offer debt securities to the public in Finland or to request that they are admitted to trading on a regulated market operating in Finland unless a prospectus, that the Finnish Financial Supervisory Authority has approved, has been made available to the public.

There are restrictions on offering and selling debt securities under both French and EU law.

Unless certain exclusions or exemptions apply, it is unlawful to offer debt securities to the public in France or to request that they are admitted to trading on a regulated market operating in France unless an approved prospectus has been submitted for approval to the French regulator (Autorité des Marchés Financiers) and made available to the public.

The Autorité des Marchés Financiers has provided guidelines and instructions for the issuance of debts securities and the distribution of marketing materials to the public. 

German debt securities are predominantly bearer bonds. Issuing bearer bonds does not require any permission and, in particular, does not constitute deposit taking. Raising moneys on the basis of German law registered bonds (Namensschuldverschreibungen) may constitute deposit taking and may require a banking license.

Under the Companies Act, 2019 (Act 992), companies may issue shares or debentures. Debentures may be in the form of individual loans or debenture stock representing units of debt issued to separate holders. Debentures are transferable without restrictions unless express provision is made to the contrary. 

The business of arranging or underwriting the issuance of debt securities is carried out by licensed market operators such as issuing houses and broker-dealers.  

Only public companies as defined in the Companies Act are permitted to make an invitation to the public to acquire shares or debentures. Such an invitation requires the issuance of a prospectus.  It is usual, though not mandatory, for debt securities issued through invitations to the public to be listed on the Ghana Fixed Income Market which is part of the Ghana Stock Exchange. 

More than 90% of listed debt securities are issued by government (i.e. central government or the central bank). 

Government borrowing is subject to constitutional provisions and the provisions of the Public Finance Management Act, 2016 (Act 921). Pursuant to the Act, government debt securities are issued within the framework of a published medium-term debt management strategy and annual borrowing program. 

The Bank of Ghana Act, 2002 (Act 612) provides for issuance of securities by the central bank. 

External Issuance 

Beyond the domestic markets, the government issues Eurobonds from time to time. In the last few years there has tended to be one Eurobond issue each year. Private companies may also issue debt securities externally. 

There are restrictions on offering and selling debt securities under both Hungarian and EU law.

Unless certain exclusions or exemptions apply, it is unlawful to offer debt securities to the public in Hungary or to request that they are admitted to trading on a regulated market operating in Hungary unless an approved prospectus has been made available to the public.

There are restrictions on offering and selling debt securities under both Irish and EU law.

Unless certain exemptions apply, it is unlawful to offer debt securities to the public in Ireland.  Where an issuer of debt securities is able to avail of one of the exemptions (outlined below), a prospectus will still be required if the Issuer intends to have the securities admitted to trading on a regulated market in Ireland

Under the Companies Act, 2014 (as amended), a private company limited by shares (LTD) and a designated activity company (DAC) cannot offer securities to the public. However, section 68 (3) of the Companies Act 2014 provides that the offer of certain types of securities by a private limited company will not constitute an offer to the public. They include an offer:

• addressed to qualified investors only;
• addressed to fewer than 150 persons (other than qualified investors);
• addressed to investors who acquire securities for a total consideration of at least EUR100,000 per investor, for each separate offer;
• with a denomination per unit of at least EUR100,000; and
• with a total consideration in the EU of less than EUR100,000, calculated over a 12-month period.

A DAC can, pursuant to section 981 of the Companies Act 2014, apply to have the above securities admitted to trading or listed on any market, regulated or otherwise. An LTD is prohibited from applying to have, and from having securities admitted to trading or listed on any market.

A public limited company can offer debt securities to the public and can apply to have those debt securities admitted to trading and listing, whether on a regulated market or otherwise.

Pursuant to the Italian Civil Code, a company may issue debt securities for an amount not exceeding twice its share capital, the legal reserve and the available reserves of that company, as set out under its last approved balance sheet.
These constraints do not apply in the following cases:

• debt securities issued in excess of the limit set out above which are underwritten by institutional investors subject to prudential supervision;
• debt securities secured by a first-ranking mortgage;
• debt securities to be listed on a regulated market or negotiated on a multilateral trading facility (As a general remark, it is not possible to state a precise timeframe for listing which will be valid for all the issuers. Timeframes for the admission to trading may vary depending on the market (ie whether Borsa Italiana or EuroTLX), the type of issuer and/or the type of security. As a
  rule of thumb, the admission procedure can take from one week to a couple of months (or even longer if the relevant market requires more information from the issuer));
• convertible bonds which grant the right to purchase or underwrite shares;
• special authorization given by governmental authorities on national economic interest grounds; and
• application of special laws relating to particular categories of companies (eg in relation to banks by virtue of the provisions set out under the Consolidated Banking Act).

Furthermore, pursuant to the Prospectus Regulation, and relevant implementing measures in Italy, an issuer shall draft and file with CONSOB a prospectus in order to offer the debt securities to the public and/or list such debt securities on a regulated market. Such provision is valid and effective to the extent that an exemption does not apply.

There are restrictions on offering and selling debt securities both under OHADA Law and the Regulations of the CREPMF.

Under the General Regulation of the CREPMF, offering and selling debt securities is subject to prior authorization of the CREPMF and the stamp of approval of the information notes.

Any proposed public offer for listed securities must be approved in advance by the Regional Council (Article 123).

An information note is to be established and must contain information according to the types of public offer in question and is subject to prior distribution.

When issuing public debt securities by a State or a group of States, their governments draw up an information note which is transmitted to the Regional Council before the date of issue of the securities.

That note is exempt from the prior visa before its distribution to the public.

The note for the issuance of public debt securities by local public authorities or guaranteed by a State or a group of States is subject to the prior visa of the Regional Council (Article 2 of Decision No. CM 05/09/2005 modifying article 136 of the General Regulations relating to the organization, operation and Control of the WAMU Financial Market).

To issue debt securities (corporate bonds), the issuing entity must determine the offering terms and approve them through the relevant corporate organ as designated by the Companies Act.

An offer of debt securities is categorized as either a private placement or a public offering under the Financial Instruments and Exchange Act. If an offer is regarded as a public offering, the issuer is required to file a Securities Registration Statement through the Electronic Disclosure for Investors' NETwork (EDINET) before solicitation and deliver a prospectus to those who wish to purchase the securities. Solicitation is allowed only after a waiting period (15 days in principle) from the filing of the Securities Registration Statement.

However, the waiting period may prevent a company from issuing the securities in a timely manner. For this reason, a company issuing bonds by way of a public offering often adopts the Shelf Registration Scheme instead of filing the Securities Registration Statement. This permits an issuer which has submitted the Shelf Registration Form in advance to issue and allocate bonds immediately after submission of Shelf Registration Supplements.

Once the company files a Security Registration Statement or submits a Shelf Registration Form, periodic disclosure obligations including the issuance of an Annual Securities Report is triggered. Conversely, if an offer is regarded as a private placement where only qualified institutional investors (QIIs) or 49 or fewer non-QIIs are solicited within a six-month period, the periodic disclosure obligations are not triggered.

There are restrictions on offering and selling debt securities under both Luxembourg and EU law.

Unless certain exclusions or exemptions apply, it is unlawful to offer debt securities to the public in Luxembourg or to request that they are admitted to trading on a regulated market operating in Luxembourg unless an approved prospectus has been made available to the public.

Certain forms of companies cannot offer securities.

The International Capital Market Association has published standard form selling restrictions for offers of debt securities in Luxembourg. These restrictions are aimed at preventing a breach of:

• the rules on financial promotion; and
• the rules on accepting deposits in Luxembourg.

Worth noting the creation of the Luxembourg Capital Markets Association in 1^st March 2019.

There are restrictions on offering and selling debt securities in Mauritius. 

Save for certain exclusions or exemptions, it is unlawful to offer debt securities to the public or to request that they are admitted to trading on a regulated market unless a registered prospectus has been made available to the public.

There are restrictions on offering and selling debt securities under Mexican law.

Unless certain exclusions or exemptions apply, it is unlawful to offer debt securities to the public in Mexico or to request that they are admitted to trading on a regulated market operating in Mexico unless a prospectus approved by CNVB has been made available to the public.

Under Moroccan law, there are certain restrictions on offering and selling debt securities.

Unless certain exclusions or exemptions apply, it is unlawful to offer debt securities to the public in Morocco unless an approved information document has been submitted for approval to the Moroccan regulator (AMMC).

The AMMC approves certain financial transactions before their execution and validates, depending on the case, the information document prepared in connection with the financial transaction. The AMMC has provided guidelines and circulars for the issuance of debt securities.

Yes.

Unless certain exclusions or exemptions apply, it is unlawful to offer debt securities to the public in the Netherlands or to request that they be admitted to trading on a regulated market operating in the Netherlands unless an approved prospectus has been made available to the public.

The Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) has published additional guidelines on issuing debt securities to the public in the Netherlands and/or their admission to trading on a regulated market operating in the Netherlands.

Issues of debt securities to retail investors are regulated under the Financial Markets Conduct Act 2013 (FMCA). Debt securities must be issued under a compliant trust deed and offers must be made in a registered product disclosure statement, and a licensed supervisor must be appointed to act on behalf of the holders of the debt security and supervise the issuer's performance. The supervisor is a party to the trust deed, with certain rights held in trust by the supervisor for the benefit of the holders of the debt securities.

Non-bank deposit takers (NBDT) are regulated under the Non-Bank Deposit Takers Act 2013. NBDTs make regulated offers of debt securities to retail investors and carry on the business of borrowing and lending money, but are not registered banks. NBDTs are licensed and prudentially regulated by the Reserve Bank of New Zealand. Issues of debt securities by NBDTs are regulated under the FMCA (as above).

There are restrictions on offering and selling debt securities under both Norwegian and EU law, the latter of which is almost always incorporated into Norwegian law.

Unless certain exclusions or exemptions apply, it is unlawful to offer debt securities to the public in Norway or to request that they are admitted to trading on a regulated market operating in Norway unless an approved prospectus has been made available to the public.

There are certain restrictions on offering and selling debt securities under Peruvian law if those securities will be offered under a public offering.

A public offering of marketable securities is a public invitation to one or more individuals or legal entities of the general public, or specific segments thereof, to carry out a legal placement, acquisition or disposal of marketable securities.

The Securities Registry is where securities, securities issue program documentation, mutual funds, investment funds and participants in the securities market are registered, with the purpose of making the information thereon publicly available, allowing decision-making by investors and ensuring the market’s transparency. The legal entities entered in this registry and the issuer of registered securities are obliged to submit the information required by law and other regulation and are accountable for the truthfulness of such information.

The publicly offered securities and securities issue programs documentation are required to be entered in the Securities Registry and no previous administrative authorization is required (except for, in the case of financial companies the previous authorization to be obtained from the Superintendence of Banking, Insurance and Private Pension Fund Management Companies (SBS)). The registration of securities that will not be offered publicly is optional.

The holders of debt securities may request the registration of such securities in the Securities Registry in accordance with the provisions of the applicable law and the terms established in the issuance agreement or, as the case may be, the equivalent instrument. If no regulation has been set forth on this regard, the request must be backed up by the holders of such securities that represent the absolute majority of the outstanding amount issued.

There are restrictions on offering and selling debt securities under both Polish and EU law.

Unless certain exclusions or exemptions apply, it is unlawful to offer debt securities to the public in Poland or to request that they are admitted to trading on a regulated market operating in Poland, unless an approved prospectus has been made available to the public.

The Prospectus Directive sets a standard for selling restrictions on offers of debt securities. These restrictions are aimed at preventing breaches of:

• the rules on financial promotion; and
• the rules on accepting deposits.

There are restrictions on offering and selling debt securities under both Portuguese and EU law.

Unless certain exclusions or exemptions apply, the offering of debt securities to the public in Portugal and the request for admission to trade debt securities on a regulated market operating in Portugal requires disclosure to the public by way of an approved prospectus.

There are restrictions on offering and selling debt securities under both Puerto Rican and US federal laws.

Unless certain exclusions or exemptions apply, it is unlawful to offer debt securities to the public in Puerto Rico unless an approved prospectus has been made available to the public. This prospectus needs to be approved by the Office of the Commissioner of Financial Institutions of Puerto Rico or the US Securities and Exchange Commission.

There are restrictions on offering and selling debt securities under both Romanian and EU law.

Unless certain exclusions or exemptions apply, it is unlawful to offer debt securities to the public in Romania or to request that they are admitted to trading on a regulated market operating in Romania unless a prospectus approved by the Financial Supervisory Authority has been made available to the public.

There are restrictions on issuing debt securities in Russia which differ for Russian and foreign securities.

For Russian debt securities issued by Russian issuers, the general regulation for securities offerings must apply with special requirements established for each type of debt securities (bonds, depository receipts and etc.).

Foreign financial instruments may only be placed (sold for a first time to the first holder) in Russia if the following conditions are met:

• an international securities identification number (ICIN) and a Classification of Financial Instruments (CFI) are assigned to the instrument; and
• the instrument is qualified as security in accordance with the procedure established by the CBR,

provided that in each case the financial instrument is issued by a foreign issuer that complies with the requirements stated in the law (such as foreign organizations established in states that are members of the Organization for Economic Cooperation and Development (OECD), foreign organizations established in states whose relevant regulators (other authorized institutions) have entered into cooperation agreements with the CBR, and foreign organizations whose securities are listed on foreign exchanges included in the special list approved by the CBR).

Generally, in addition to the conditions set out above, foreign securities will be admitted for placement (initial sale to initial investors) in Russia provided that the prospectus describing such securities is registered by the CBR and such securities are registered with (held through) a depositary established in accordance with Russian law. A filing of a notice to the CBR with the results of the initial placement in the Russian territory and disclosure of this information are required, without which any subsequent trading/transacting in Russia is prohibited.

In certain cases, a decision to admit foreign securities to public circulation in Russia may be made by the Russian exchange if a listing procedure is started or finished by the foreign exchange and which is included in the list specified by the CBR.

There are restrictions on offering and selling debt securities both under OHADA Law and the Regulations of the CREPMF.

Under the General Regulation of the CREPMF, offer and sale of debt securities is subject to prior authorization of the CREPMF and the stamp of approval of the information notes.

Any proposed public offer for listed securities must be approved, in advance, by the Regional Council (Article 123).

An information note is to be drafted and must contain information according to the types of public offer in question and is subject to prior distribution.

When issuing public debt securities by a State or a group of States, their governments draw up an information note which is transmitted to the Regional Council before the date of issue of the securities.

That note is exempt from the prior visa before its distribution to the public.

The note for the issuance of public debt securities by local public authorities or guaranteed by a state or a group of states is subject to the prior visa of the Regional Council (Article 2 of Decision No. CM 05/09/2005 modifying article 136 of the General Regulations relating to the organization, operation and Control of the WAMU Financial Market).

There are restrictions on offering and selling debt securities under Singapore law.

Unless certain exclusions or exemptions apply, it is unlawful to offer debt securities to the public in Singapore or to request that they are admitted to trading on a regulated market operating in Singapore unless an approved prospectus has been made available to the public.

There are restrictions on offering and selling debt securities under both Slovak law and EU law.

Any securities, including debt securities can be traded on the stock exchange market only one day following the publication of the prospectus, or offered to the public only after an approved prospectus has been made available to the public.

The South African debt capital market is regulated mainly by the Financial Markets Act (FMA), the Companies Act and the Banks Act. The Collective Investment Scheme Control Act and the Exchange Control Regulations may also be applicable to some debt instrument structures.

To offer and issue debt securities, an issuer must be registered as a bank, or authorized as a branch of a foreign bank under the Banks Act or must offer and issue debt securities in compliance with one of the available exemptions. The most prominent exemption for non-bank issuers is the exemption set out in the Commercial Paper Regulations which applies to prospective issuers that are listed companies or issuers that have a net asset value of at least ZAR100 million for at least 18 months prior to any issue of commercial paper.

The offer and sale of debt securities by a non-resident in South Africa is subject to the prior approval of the Financial Surveillance Department and SARB.

The Financial Advisory and Intermediaries Services Act (FAIS) prohibits any person other than a person licensed under the FAIS from marketing debt securities, acting as an intermediary in offers and sales of debt securities and recommending or providing guidance on the purchase of securities.

There are restrictions on offering and selling debt securities under both Spanish and EU law.

Unless certain exclusions or exemptions apply, it is unlawful to offer debt securities to the public in Spain or to request that they are admitted to trading on a regulated market operating in Spain unless an approved prospectus has been made available to the public.

There are restrictions on offering and selling debt securities under both Swedish and EU law.

Unless certain exclusions or exemptions apply, it is unlawful to offer debt securities to the public in Sweden or to request that they are admitted to trading on a regulated market operating in Sweden unless a prospectus approved by the Swedish Financial Supervisory Authority (Finansinspektionen) has been made available to the public.

Generally, restrictions on the issuance of debt securities is dependent on the types of debt securities to be issued. For example:

• Bonds / debentures and notes – A private limited company can issue bonds/debenture subject to approval from the SEC. A public limited company can issue bonds/debentures, convertible bonds/debentures, notes and structured notes with filing and/or approval as well as report requirements by the SEC.
• Basel III Subordinated debt instruments – An issuer must be a financial institution under the Financial Institution Act B.E. 2551 (2008). A branch of a foreign commercial bank (although categorized as a financial institution under Thai laws) is not allowed to issue Basel III Subordinated debt instruments.

A foreign company can offer a sale of its bonds and/or debentures in Thailand and may be exempt from certain duties (eg the duty to file certain documents and a prospectus) if the foreign debt securities are offered to not more than ten investors within four months as this would be deemed a private placement.

Thai companies, foreign companies and certain entities under foreign laws (eg a unit or organization of foreign government, international organization and legal entities established under foreign laws and supervised by an authority which is a member of the International Organization of Securities Commissions) can issue bonds denominated in a foreign currency in Thailand provided the issuing entity complies with the relevant filing, approval and reporting requirements of the SEC.

It is unlawful to offer debt securities to the public in Ukraine, or to request that they are admitted to trading on a stock exchange operating in Ukraine, unless an approved prospectus has been made available to the public. A prospectus should include information on the issuer, its financial and economic position and the securities being issued.

There are restrictions on offering and selling debt securities under both UK and EU law.

Unless certain exclusions or exemptions apply, it is unlawful to offer debt securities to the public in the UK or to request that they are admitted to trading on a regulated market operating in the UK unless an approved prospectus has been made available to the public.

The International Capital Market Association has published standard form selling restrictions for offers of debt securities in the UK. These restrictions are aimed at preventing a breach of:

• the rules on financial promotion; and
• the rules on accepting deposits in the UK.

There are restrictions on offering and selling debt securities under both UK and EU law.

Unless certain exclusions or exemptions apply, it is unlawful to offer debt securities to the public in the UK or to request that they are admitted to trading on a regulated market operating in the UK unless an approved prospectus has been made available to the public.

The International Capital Market Association has published standard form selling restrictions for offers of debt securities in the UK. These restrictions are aimed at preventing a breach of:

• the rules on financial promotion; and
• the rules on accepting deposits in the UK.

There are a number of restrictions on offering and selling debt securities under UAE law.

Unless certain exclusions or exemptions apply, it is unlawful to offer debt securities (including foreign debt securities) to the public in the UAE or to provide trading services in respect of those debt securities without an appropriate license or approval from the Securities and Commodities Authority (SCA).

The SCA has published detailed rules and guidance on the restrictions for offers of debt securities in the UAE. These restrictions are aimed at preventing a breach of the rules on financial promotion and the protection of retail customer. However, the SCA's rules and regulations are still evolving and there continue to be changes in respect of permitted exceptions and exclusions to the SCA's regime.

Acting as a principal in respect of financial products that affect the financial position of any of the licensed financial institutions, including (but not limited to) debt securities will also  be considered financial activities subject to UAE Central Bank licensing and supervision in accordance with the provisions of the New Banking Law.

The offering and sale of debt securities is subject to both federal and state securities laws.

For an issuance of debt securities to be permitted under federal law, the issuance must either be registered under the Securities Act of 1933 (Securities Act), or the issuance must be exempt from registration pursuant to an exemption from the registration requirements of the Securities Act.

For certain debt securities, the Trust Indenture Act of 1939 (TIA) will also apply. However, the TIA does not apply to private placements. As a result, only debt securities issued in a registered offering, or subsequently registered in an 'A/B exchange offer' will be subject to the TIA. However, indentures for debt securities issued in the high yield market may incorporate by reference all, or a portion, of the TIA, although this is fading as a market practice.

State securities laws (known as 'blue sky' laws) regulate both the offering and sale of debt securities as well. However, federal law pre-empts state securities laws for certain types of offerings, particularly registered offerings.