Business: Private Placement

Fox, O'Neill & Shannon, S.C. has been involved in hundreds of private placements, representing lead and contributing brokers, and private entities.

With brokers, the attorneys at FOS assist their clients in the structuring of distribution agreements, and negotiating fair compensation arrangements with their customers. They work with the brokers to review the private placement memorandum, insuring that it complies with applicable security laws and that the due diligence necessary has been properly performed and documented. When necessary, the attorneys at FOS will provide opinions regarding the requirements of the various state "Blue Sky" laws that apply to a transaction, and make necessary security filings.

For private companies, a private placement is one vehicle available to raise money to expand and otherwise fulfill their business plan when traditional bank financing is not available. However, private placements are not a vehicle for every business. The attorneys at FOS advise clients initially as to whether their business and structure appears appropriate for a private placement. If so, the attorneys will recommend whether to work through a broker or effect the placement themselves.

In either case, the attorneys at FOS then will work with the client to prepare the private placement memorandum, insure that the due diligence necessary has been properly performed and documented, and prepare the memorandum for distribution. The attorneys will advise the client regarding the requirements of the various applicable security laws to the placement, and will affect the necessary filings with relevant governmental units. If necessary, they will review purchaser suitability documentation and advise the client as to the acceptability of investors. The attorneys will also assist in the issuance of certificates to investors.