Underwriters counsel for banks and broker-dealers.
When an investment bank underwrites an offering, it stands behind disclosure it didn't write. Underwriters counsel protects the bank's side of the deal: the diligence record, the underwriting agreement and the legal deliverables at closing.
We represent lead and managing underwriters, placement agents and selling-group members on Reg A+, Reg D and Reg CF offerings, IPOs and follow-ons. You work directly with Nik, so diligence questions and document turns move at the speed of the deal.
A diligence record built to be defended.
If an offering is ever challenged, the underwriters' defense rests on showing they conducted a reasonable investigation. We run and document that diligence so the record holds up, not just so a checklist is complete before pricing.
- Business, legal and financial diligence on the issuer, scaled to the offering
- Document review, management questioning and diligence memoranda
- Bring-down diligence at pricing and closing
- A diligence file organized around a Section 11 and 12 defense
The underwriting agreement and deal documents.
The underwriting agreement is where the bank's risk is allocated. We negotiate it, the agreement among underwriters and the related documents to protect the syndicate's economics and limit its exposure.
- Representations, warranties, indemnification and contribution
- Lock-up agreements
- Closing conditions and market-out provisions
Disclosure review from the bank's side.
We review the registration statement, prospectus or offering circular from the underwriters' point of view, focused on the disclosure risk the bank ultimately stands behind.
Because the firm practices tax law as well as securities law, we look closely at the issuer's tax, equity and entity structure, an area where disclosure problems are easy to miss.
- Risk factors, MD&A and financial disclosure
- Comfort letter negotiation with the issuer's auditors
- SEC comment-letter support alongside issuer's counsel
FINRA, opinions and closing.
At closing the syndicate relies on a defined set of legal deliverables. We prepare and coordinate them, and handle the regulatory filings that fall on the underwriting side.
- FINRA filings and review of underwriting compensation
- Negative assurance (10b-5) letters and counsel opinions
- State securities (blue-sky) coordination
- Closing mechanics, over-allotment coordination and post-closing follow-up
Underwriters Counsel: common questions
What is underwriters counsel?
Underwriters counsel is the law firm that represents the investment bank or broker-dealer, not the company, in an offering. It runs the underwriters' due diligence, negotiates the underwriting agreement, reviews the disclosure and delivers the legal opinions and letters the bank relies on at closing.
Why does an underwriter need its own counsel?
The issuer's lawyers represent the issuer. Underwriters can face liability for misstatements in the offering documents, and their main protection is a well-documented due diligence defense. Their own counsel builds that record and negotiates the deal terms in the bank's interest.
Do you act as underwriters counsel on smaller offerings?
Yes. We work on Reg A+, Reg D and Reg CF offerings as well as IPOs and follow-ons, for banks and agents who want a disciplined diligence process without a large-firm cost structure.
Underwriting an offering?
Tell us about the deal, the issuer and the timeline. We'll review it and get back to you quickly.