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Underwriter’s Counsel

Anthony, Linder & Cacomanolis provides lead legal counsel for investment banks and underwriters. We manage FINRA Rule 5110 compliance, underwriting agreement negotiations, and the comprehensive due diligence required for domestic and international securities offerings.

Underwriters’ Counsel: Strategic Legal Oversight for Investment Banks

The role of underwriters’ counsel is to serve as the critical gatekeeper of the capital markets, ensuring that a securities offering is structured and disclosed with the highest degree of regulatory precision. At Anthony, Linder & Cacomanolis, we provide strategic legal representation to investment banks and placement agents throughout the offering process. Our firm provides the technical oversight required to manage the legal, financial, and operational risks inherent in public and private capital raising.

Our advisory model supports a global network of financial institutions, from boutique investment banks within the South Florida market to international firms managing cross-border transactions within the Japan-U.S. corridor. We view the role of underwriters’ counsel as a collaborative effort to facilitate the successful execution of an offering while advising on the protection of the underwriting team from regulatory and civil liability.

FINRA Compliance and Rule 5110 Oversight

A primary component of representing underwriters is navigating the complex rules of the Financial Industry Regulatory Authority (FINRA). Anthony, Linder & Cacomanolis manages the technical workstreams required to secure FINRA approval for an offering:

  • Rule 5110 (Corporate Financing): We lead the preparation and filing of the FINRA 5110 application, advising on the reasonableness of underwriting compensation and the disclosure of all items of value received by the underwriter. Our goal is to secure a “no objections” letter efficiently, avoiding delays in the SEC effectiveness cycle.
  • Conflict of Interest Analysis: We evaluate potential conflicts of interest under FINRA Rule 5121, providing the legal framework for the appointment of a “qualified independent underwriter” (QIU) when required.
  • Lock-up and Transfer Restrictions: We advise on the implementation of lock-up agreements and the technicalities of transfer restrictions, ensuring that the offering structure complies with FINRA-mandated holding periods and market protocols.

The Underwriting Agreement (UA) and Transactional Documents

The Underwriting Agreement is the foundational contract that governs the relationship between the issuer and the investment bank. Anthony, Linder & Cacomanolis leads the negotiation of these critical instruments, focusing on:

  • Representations and Warranties: We advise on the scope of the issuer’s representations, ensuring they provide a robust basis for the underwriter’s due diligence defense.
  • Indemnification and Contribution: We lead the negotiation of indemnification provisions to ensure the underwriting team is appropriately protected against potential disclosure-related liabilities.
  • Closing Conditions and Over-Allotment Options: We manage the technical details of the “Greenshoe” option and other closing mechanics to facilitate a smooth transition from the pricing of the offering to the settlement of the trade.

Rigorous Due Diligence: The Gatekeeper Standard

The cornerstone of the underwriter’s protection against liability under Section 11 and Section 12 of the Securities Act is the “due diligence defense.” At Anthony, Linder & Cacomanolis, we lead the comprehensive due diligence process to verify the accuracy and completeness of the issuer’s disclosure:

  • Management and Board Interviews: Conducting structured inquiries into the company’s operations, governance, and financial condition.
  • Documentary Review: Managing the audit of the issuer’s material contracts, intellectual property, and litigation history to identify potential “deal-breaker” risks.
  • Negative Assurance (10b-5) Letters: We provide the negative assurance letters—commonly known as 10b-5 letters—confirming that our due diligence process has not revealed any material misstatements or omissions in the prospectus. This is a critical deliverable for transaction closure and underwriter protection.

Comfort Letters and Financial Coordination

We act as the primary liaison between the underwriting team and the issuer’s independent auditors. We manage the “Comfort Letter” process, ensuring that the auditors provide the necessary negative assurance on the financial data and statistical information contained within the registration statement. By providing technical oversight of the intersection between legal disclosure and financial reporting, we facilitate a disciplined path to transaction closure.

Cross-Border Offerings and International Reach

Anthony, Linder & Cacomanolis is distinctly qualified to represent underwriters in cross-border offerings. For international banks or domestic firms underwriting Japanese issuers, we bridge the gap between foreign corporate structures and U.S. regulatory standards. We manage the nuances of Foreign Private Issuer (FPI) status and the implementation of international selling restrictions to ensure a compliant global distribution. Our South Florida headquarters serves as a strategic base for managing these multi-jurisdictional offerings.

Strategic Consultation for Investment Banks

The regulatory environment for underwriters is defined by evolving SEC mandates and rigorous FINRA oversight. Anthony, Linder & Cacomanolis invites Managing Directors, General Counsel, and Compliance Officers to engage in a high-level strategy consultation to evaluate your next offering and ensure your underwriting team is optimized for institutional-grade execution.

Schedule an executive strategy consultation with our senior partners to discuss your underwriters’ counsel needs by calling 877-541-3263 or visiting our contact page.