Does your underwriter retain control over press releases and related information?
In the equity transaction, a syndicate’s style of participation is most likely to be reflected in the underwriting arrangements, with a selling syndicate being identified by the underwriter for the on-selling of the securities which is has agreed to acquire. The agent type arrangements will generally be encompassed in an underwriting agreement, which will contemplate the ability of the agent to deal with a selling syndicate. This white paper reviews distribution and cretain obligations of underwriters.
James C. Schulwolf
Shipman & Goodwin LLP
- Partner at Shipman & Goodwin LLP
- Represents senior and mezzanine lenders, institutional investors, venture capital investors (including SBICs), private equity funds, hedge funds, emerging growth companies, and private companies in financing, investment, leasing, acquisition, corporate, licensing, and restructuring transactions
- Regularly advises these clients with respect to structuring, negotiating, and closing complex transactions, also regularly advises clients with respect to distressed investments and the restructuring of existing investments and loans
- Experience includes the representation of senior lenders in complex commercial, asset-based, and acquisition financings; mezzanine lenders and hedge funds; SBIC’s and venture capital funds; emerging growth companies; hedge fund, buyers, sellers, and sponsors; and institutional investors in direct investments, fund of funds investments, and investments in private equity funds
- Recognized authority on drafting and negotiating intercreditor and subordination agreements on behalf of senior and subordinate lenders and wrote “Controlling Your Destiny-Key Issues in Subordination and Intercreditor Agreements”, The Secured Lender (1995); he also deals extensively with family-owned businesses and wrote "Financing the Family-Owned Business," The Secured Lender (2002)
- Lectures frequently on issues relating to commercial and real estate lending, intercreditor issues, venture finance, and venture capital investment
- Achieved the highest rating in the Martindale-Hubbell Law Directory; listed as a Connecticut Super Lawyer® in business/corporate (2006 to 2015) and banking, mergers & acquisitions (2006 to 2009); listed in The Best Lawyers in America® in banking and finance law, equipment finance law (2005 to 2016); named "Lawyer of the Year," Best Lawyers' 2014 Hartford Region banking and finance law; chair (2010 to 2013), Commercial Finance Committee, American Bar Association, Section of Business Law; fellow (1998 to present) and member of the Board of Regents (2005 to 2009), American College of Commercial Finance Lawyers; and Connecticut Bar Foundation James W. Cooper Fellow
- J.D. degree, New York University School of Law; B.A. degree, cum laude, Amherst College
Jeffrey A. Wurst, Esq.
- More than 30 years of experience handling significant commercial finance and bankruptcy matters
- Esteemed fellow of the American College of Commercial Finance Lawyers and panelist on the American Arbitration Association’s National Roster of Arbitrators
- In-depth experience representing both lenders and borrowers in litigation arising from transactions, and is often called upon to handle interlender disputes
- Represented both agents and co-lenders in syndicate-related disputes
- Litigation experience includes the successful defense of major money center banks in venues across the country related to lender liability, lien priority disputes, fraudulent conveyance, and similar actions
- The ABF Journal, Secured Finance Network, Turnaround Management Association, and other industry-leading publications turn to Jeff for critical insights and articles
- An established writer and blogger, his Wurst Case Scenario, the commercial finance law newsletter, has thousands of followers
- Frequent lecturer on topics concerning lenders and entrepreneurs
Alison R. Manzer
Cassels Brock & Blackwell LLP
- Partner in the Financial Services and Business Law Groups with Cassels Brock & Blackwell LLP
- Practice encompasses a broad range of commercial practice in the financial services sector, including financial institution regulation, corporate, and commercial lending, asset-based financing, securitization and structured finance, private equity, project finance, asset finance and leasing, business reorganization, syndicated lending, fund formation and governance, and related areas
- Practice involves multi-jurisdiction transactions where she has expertise in the structuring requirements of financing, investment, and securitization transactions to solve taxation, conflicts of laws, document structure, currency, and rate issues, among others
- Elected as a fellow of the American Bar Foundation
- Active with the American Bar Association, member of council, council committee on membership diversity and inclusion; past president, Association of Commercial Finance Attorneys; and Regent American College of Commercial Finance Lawyers
- Lectured and written extensively on legal matters, particularly dealing with financial institution issues
- Books – Canada/U.S. Commercial Law Guide; A Guide to Canadian Money Laundering Legislation; The Bank Act Annotated; A Practical Guide to Canadian Partnership Law; Banking and Credit Relationships, Real Estate Finance in Canada; Asset Based Lending in Canada; Law and International Finance; Halsbury's Laws of Canada - Banking and Finance; Practice Advisor (banking and lending) and Project Finance Canada, all published by national legal text publishers
- Recognized in the Canadian Legal Lexpert Directory each year starting with its first publication in areas including structured finance, asset/equipment finance, and leasing and banking and financial institutions; recognized as a leading lawyer by Chambers Global and Chambers Canada for banking and finance; The Best Lawyers in America and best lawyers in Canada for equipment finance law; the Guide to the World's Leading Banking Lawyers; IFLR 1000 Banking; Financial Services Legal 500 Canada Banking and Finance; Leading U.S./Canada Cross-Border Lawyer and the Guide to the World's Leading Women in Business Law (banking and finance); and a distinguished rating in the Martindale-Hubbell Law Directory
- Completed the Canadian Securities Course and the advanced securities programs, Canadian Investment Finance I and II with the Canadian Securities Institute
- Adjunct professor - Osgoode Hall Law School, York University, Toronto (International Finance)
- LL.B. law degree, LL.M. degree in banking and financial services, B.Sc. Hon. degree in biochemistry, MSc. degree (Bus Res), M.B.A., and DBA
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