Securities and Financial Services Litigation & Consulting

Private Placements / Rule 144 Sales

Bates has assisted in matters arising from the sale of private placement securities, providing economic analysis of the market for private placements, the reasonableness of fees incurred on such investments, as well as performance comparison hypotheticals against other publicly traded comparable assets. In addition, Bates experts have provided valuable insight on the firm-level due diligence and approval process before allowing a private placement to be sold into client accounts, as well as the compensation to the financial advisor versus the compensation to the firm from selling private placements. The opinions provided by our experts also address the adequacy of disclosures, and representations made by the client purchasing the investment.

Bates has also provided support in matters involving the sale of unregistered securities under Rule 144. This includes requirements for both affiliated and unaffiliated sellers, evaluation of holding period requirements, information filing requirements, non-solicitation of buyers, and volume limitations on the sales. Bates has performed quantitative analyses to determine the likely proceeds from a sale adhering to the volume limitations, and to account for the price impact of slow and consistent selling over time.