Securities Private Placements & Due Diligence Investigations
As corporate and securities attorneys, our firm goals include helping our clients expand their businesses, increase owner liquidity and achieve their long-term business objectives. To that end, we regularly counsel issuers, sponsors and underwriters with respect to equity and debt securities and alternative investment structures, including secondary and follow-on offerings, convertible and high-yield debt offerings, PIPEs, registered direct offerings, Rule 144A/Regulation S transactions and Rule(s) 504-506 private placements. Leveraging our expertise in corporate and securities law issues, we primarily advise registered broker-dealer clients on their industry specific due diligence requirements when participating in the offering of private placement securities and regulatory reporting and compliance, liquidity, insider trading compliance, reporting and trading plans, executive and equity compensation, strategic and tactical acquisitions, and SEC enforcement and securities litigation.
Our broker-dealer due diligence service is a comprehensive program designed to simultaneously vet a potential deal, determine its legitimacy and feasibility, and provide commentary on it potential suitability. The process involves a deep review of the corporate structure of the issuer, business plan, management, offering documents, risk disclosures, financial history, use of proceeds, business environment and litigation analysis so that our clients can make an informed decisions about who to market the offering to or whether to participate at all. Our experience in conducting this type of due diligence also allows W&B to typically price these services on a flat fee or capped fee basis, which provides our clients with fee transparency allowing them to plan for the necessary costs involved with participating in a private placement of securities.