Capital Markets — United States
Capital markets — public and private securities offerings: prospectuses and registration statements (S-1/S-3), periodic reporting (10-K/10-Q/8-K), underwriting, lock-ups, ATM programs, and Regulation D private placements.
Skills
ATM Equity Distribution Agreement
Drafts a market-standard At-The-Market (ATM) Equity Distribution Agreement for public issuers conducting continuous shelf offerings under Rule 415(a)…
Bad Actor Disqualification Review (Rule 506(d))
Produces a Rule 506(d) bad actor disqualification review for private securities offerings, including a covered persons register, tailored questionnai…
Blue Sky Filings Compliance Workflow
Produces a practitioner-grade Blue Sky compliance memorandum and execution plan for U.S. securities offerings. Analyzes NSMIA covered securities pree…
Comfort Letter from Auditors
Drafts PCAOB AS 6101-compliant auditor comfort letters (cold comfort letters) providing negative assurance on unaudited financial information for und…
Directed Share Program
Drafts a Directed Share Program (DSP) agreement governing share allocation and purchase by designated participants in a U.S. public offering or IPO. …
Director and Officer Questionnaire
Drafts Director and Officer (D&O) questionnaires for SEC disclosure compliance under Reg S-K Items 401, 402, 404, and 407. Covers biographical data, …
Form 10-Q Quarterly Report
Drafts SEC-compliant Form 10-Q quarterly reports covering Part I financials, MD&A, market risk, controls, Part II updates, exhibits, and SOX certific…
Form 10-K Annual Report
Drafts SEC Form 10-K Annual Reports under the Securities Exchange Act of 1934. Structures all four Parts with Regulation S-K compliance and GAAP fina…
Form 8-K Current Report
Drafts SEC Form 8-K current reports with item-accurate narratives, exhibit indexing, and EDGAR-ready formatting. Use when a public company must discl…
Form D Notice of Exempt Offering
Drafts SEC Form D Notice of Exempt Offering for EDGAR filing under Regulation D. Captures issuer details, related persons, offering structure, exempt…
Form D Notice of Exempt Offering
Drafts U.S. SEC Form D notice data sets for Regulation D exempt offerings (Rule 504, 506(b), 506(c)), ready for EDGAR submission. Use when preparing …
Lock-Up Agreement
Drafts U.S. IPO/secondary offering lock-up agreements restricting securityholder transfers and hedging during the post-offering period. Trigger when …
Private Placement Memorandum (PPM)
Drafts a legally compliant Private Placement Memorandum for Regulation D offerings (Rule 506(b)/506(c)), covering full disclosure framework including…
Private Placement Memorandum (PPM)
Drafts U.S. Regulation D Private Placement Memoranda (PPMs) with required legends, risk factors, capitalization, securities terms, and subscription p…
Securities Prospectus
Drafts SEC-compliant prospectuses for U.S. securities offerings (IPOs, follow-ons, private placements). Structures cover page, risk factors, use of p…
SEC Prospectus Draft
Drafts SEC-compliant prospectuses for securities offerings, structuring company data, financials, risk factors, and offering terms into a regulatory …
Opinion of Counsel for SEC Filing
Drafts Opinion of Counsel letters for SEC registration statements, covering due incorporation, valid issuance, fully-paid and non-assessable opinions…
SEC Regulation D Compliance
SEC Regulation D compliance for CRE syndications: 506(b) vs 506(c) offering selection, accredited investor verification, Form D filing, state blue sk…
Shelf Registration Statement (Form S-3)
Drafts SEC Form S-3 shelf registration statements for eligible U.S. public companies under the Securities Act of 1933. Verifies issuer eligibility (p…
Underwriting Agreement
Drafts a firm-commitment underwriting agreement for SEC-registered U.S. public offerings, covering purchase terms, greenshoe, reps and warranties, co…