In the space below, you will find a step-by-step guide to engagement, compliance, and invoicing of clients for primary market securities transactions.
(Optional Step) Execute Non-Circumvention and Non-Disclosure Agreement
The NCNDA widget is a pre-approved template and may be sent to counter-party without a request to General Counsel. Use to bind potential clients, investors, or partners when anticipating disclosure of confidential information prior to an engagement or referral of a buyer or seller of securities. Please use the NCNDA widget unless counter-party insists upon an editable version.
The NCNDA should be executed prior to any disclosure of confidential information (especially identifying information regarding your buyers or sellers). An issuer/seller may request a signed NDA prior to sending off confidential due diligence items. We prefer to use our mutual NCNDA in this case as well. Typically, a client's NDA will not cover the concerns on the broker-dealer side. Our NCNDA is 100% bilateral and comprehensive.
Step 1: Execute Legal Engagement Agreement with Issuer
You may download our standard forms of engagement here. Feel free to request edits by the general counsel regarding additional terms (i.e. retainers, warrant fees, etc.). We need a fully-executed engagement agreement with the issuer prior to commencement of due diligence on the new securities product. Use the capital raise engagement when engaging issuers that are seeking venture capital or private equity investment. Use the investment fund engagement for issuers soliciting for a pooled investment vehicle wherein the success fee will be based upon a proportion of the management fee and/or performance fees collected by the manager of the investment fund. An engagement agreement for mergers and acquisitions is also available in the contract library.
Step 2: Submit Issuer Due Diligence File for Approval
Once an issuer of securities has signed the engagement agreement, you must obtain the due diligence files from the issuer and then upload the due diligence documentation using this form. You will also be required to provide additional information about the securities offering. Submitting the form will alert the operations team to begin the review. We endeavor to complete our due diligence review within 3 business days of submission. An offering must be approved prior to commencement of any solicitation of the securities on behalf of the issuer.
(Optional Step) Marketing Materials Distribution Approval
Approval to distribute marketing materials for an offering is separate and distinct from the approval of the securities product itself. If you want to use marketing materials to solicit investors, it must be approved separately prior to distribution to the public. This specifically includes:
Investment Fund profile sheets
Outreach emails going to 25 or more external recipients in a 30-day period
Use the form to submit the communications for approval. You will receive a notification from the operations team once the communication has been reviewed.
Step 3: Complete Investor Qualification Form
This form is intended to satisfy FINRA suitability and registration requirements as well as SEC investor accreditation requirements for private placement offerings. Ideally, the form should be completed prior to introduction to the issuer. The form may be completed by the investor directly or by the associated person on behalf of the investor. There is a separate form for natural person investors and entity person investors. The name on the form should match the purchasing party on any transaction documentation.
Step 4: Request RMS to Invoice Client
Use this form after a securities transaction has closed in order request the operations team to approve the transaction and send an invoice to the client for a commission. Ensure that all documentation is in place prior to completing this form.
Use this form to invoice an engaged client for retainer fees, expenses, consulting fees, or other payments that are not connected to the closing of a securities transaction. This form requires less inputs due to lower compliance requirements.