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Comparison of Panama IPO Market to Us Market
the obligations contracted therein.
15.2 The validity of the contracts that are integral part of the registration petition and that the rights and obligations included therein are legal, valid and demandable obligations.
15.3 The validity of contracts when contrasted to the clauses of the Articles of Incorporation, Statutes and Shareholders’ Agreements of the petitioner, or the existing Laws, Decrees and sets of regulations of the Republic of Panama.
15.4 Obligations assumed by the petitioner and the parties of the contracts that are integral part of the registration petition, such as unconditional obligations assumed by such persons, that enjoy the same preference than the other non-guaranteed obligations by the petitioner.
15.5 The lawyer or law firm that issues the opinion referred to in the preceding Article, with respect to the securities registration petition, must be independent from the petitioner. For that effect, a lawyer or law firm, or the Partners of the latter, shall not be considered independent if they are comprised in any of the following:
1. Intern legal advisor of the petitioner;
2. Director of Official of the petitioner;
3. Effective owner of 5% or more of the outstanding stock of the petitioner; and
4. Administrative employee of the petitioner.
The requirements of independence of the legal advisors is limited to the issuance of the opinion required in the previous Article, therefore the petitioner may receive at any moment advisory from a lawyer of law firm that do not fulfill the above requirements, including the presentation of the securities registration petition to the National Securities Commission.
4.3.3. Prospectus contents and form
Prospectuses shall include the financial statements and the information about the issuer, its operations, business and securities that the CNV prescribes.
Prospectuses may contain any other additional information that the issuer wishes to include, as long as it is relevant and its inclusion is not forbidden.
The prospectus should be printed in clear and legible copies.
The instructions included in Annex 1, pages 6 to 21, must be followed.
4.3.4. Use of the prospectus in securities public offering
No issuer or affiliated company of it or offerer may offer securities that shall be registered, if such offer is not made by means of a prospectus authorized by the CNV or a preliminary prospectus presented to the Commission.
The CNV shall prescribe, by accord, the norms applicable to the use and distribution that should be given to the prospectus in relation with public offerings, in conformity with the provisions of the Law-Decree.
4.3.5. Use of the prospectus in public offerings
The CNV is empowered to establish the norms that will be applicable to the use and distribution of the prospectus.
Likewise, it has power to make exceptions as for the use of the prospectus when such use is not necessary for the protection of the investing public.
Every offer shall be made by means of [next page]