Traits Of An Underwriters Counsel And Its Responsibilities

By Annabelle Holman


To be able to fund a certain project, corporations would have to borrow money in order to have the needed amount. Companies, businesses, and the government resort to issuing securities. These securities are offered to the public. A certain amount of money to be received by the purchaser as well as the due date for the repayment are usually stated in these securities.

To accomplish this, most companies seek the assistance of underwriters. Underwriters sell the securities to potential buyers. When the services of these underwriters are engaged, they typically will need an underwriters counsel. The members of this group are considered as the representatives of the underwriting organization. The representatives will have to perform several duties to be able to smoothly proceed with the transaction.

Assurance is made to the issuer that the group has deep understanding as to the task they are assigned to do. The representatives should have an extensive knowledge about the deal and should have the expertise needed for its execution. Experience is also a big factor for this agreement. Conflict of interests should be avoided, if possible so that the duties can be carried out.

The group represents the underwriting firm. For this, the members should be able to uphold the private nature of the economic and financial condition of the issuing body. For the issuer and the underwriter to avoid certain financial risks, the group needs to evaluate the status and situation of the finances of the issuer.

Various tasks and duties are assigned to these group of representatives. The issuing body and the underwriting firm may have reached an agreement regarding the undertaking. Most commonly, the counsel should be preparing the disclosure statements of the issuer. They should also be reviewing them as the statements stipulate the interest rates and other financial disclosures.

The group has the responsibility of examining the securities offered. They need to make sure that the issued securities are in compliance with certain governmental regulations and policies. They make sure that the transaction entered into is a legal one. This is to prevent any legal roadblocks that may be encountered along the way preventing the completion of the transaction.

Bond purchase contracts are usually prepared and drafted by this group. These contracts include the reason of the issuance of the bonds, the payment scheme, and the financial condition of the corporation issuing them and its ability to repay the purchaser at a future date. The contracts serve as a guarantee of the issuer to the purchasers.

Drafting and preparation of written agreements may also be assigned. Terms and negotiations are included in the agreement which are mutually agreed to by the clientele and the underwriter. If there is a bid initiated by the client and involves multiple underwriters, the counsel may also draft a document concurred by these bodies.

Communication also plays a major role. Effective communication should be observed by both the representatives and the underwriter. If communication is done properly, it will be easier for the counsel, the issuing organization, and the underwriting company to finish their job.




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