A bond offering memorandum is often used in the private placement market to raise capital. The most common form of any document used to raise capital under 144A and Reg S is the bond offering memorandum, which will detail the private placement terms. The prospectus must be approved by the competent authority in the United Kingdom, which is currently the Financial Conduct Authority (FCA) in its capacity as the United Kingdom Listing Authority. If the purpose of the prospectus is to induce people to engage in an investment activity, it will also need to be issued or approved by an 'authorised person' or it will constitute an unlawful financial promotion under section 21 of the Financial Services and Markets Act 2000. Publication of information in relation to the issue of securities in the United Kingdom is governed by the Prospectus Rules, which implement the European law Prospectus Directive. A prospectus must be published where certain types of securities either are offered to the public or are requested for admission on a regulated market. With the advent of the computer era, almost all homes, offices and schools are fairly well equipped with the computer and Internet access. In a securities offering in the United States, a prospectus is required to be filed with the Securities and Exchange Commission (SEC) as part of a registration statement. The issuer may not use the prospectus to finalize sales until the registration statement has been declared effective by the SEC, meaning it appears to comply on its face with the various rules governing disclosure unless the sale of securities is exempt from registration. Understanding the legal implications of a partnership can be challenging and we would always advocate seeking specialist legal advice before entering into a legally binding contract. However, a basic understanding of legal issues can be useful.