Placement Agent Engagement Letter Template for England and Wales

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Key Requirements PROMPT example:

Placement Agent Engagement Letter

"Need a Placement Agent Engagement Letter for our UK-based fintech startup to engage Goldman Sachs as placement agent for a Series C fundraising round of £50 million, with an exclusive mandate starting March 2025."

Document background
The Placement Agent Engagement Letter is a crucial document used when appointing a financial intermediary to assist in raising capital through private placements. Under English and Welsh law, this document establishes the terms under which the placement agent will identify and approach potential investors, defines the scope of authorized activities, and ensures compliance with UK financial services regulations. The letter typically includes detailed fee structures, exclusivity provisions, and specific compliance requirements under the FCA framework. It's particularly important in ensuring clarity of roles and responsibilities while maintaining regulatory compliance in capital raising activities.
Suggested Sections

1. Letter Header: Date, addresses, reference details and salutation

2. Engagement Confirmation: Clear statement confirming the appointment of the placement agent

3. Scope of Services: Detailed description of placement agent services to be provided, including fundraising targets and investor approach

4. Fees and Expenses: Compensation structure, including management fees, success fees, and expense reimbursement policies

5. Term and Termination: Duration of engagement and circumstances under which the agreement can be terminated

6. Exclusivity: Terms of exclusive/non-exclusive arrangement and any carve-outs

7. Regulatory Compliance: Confirmation of regulatory status and compliance obligations

8. Confidentiality: Terms regarding confidential information handling and non-disclosure obligations

9. Governing Law: Specification of English and Welsh law as governing law

Optional Sections

1. International Marketing: Additional terms for cross-border marketing activities and regulatory compliance in other jurisdictions

2. Sub-placement Agents: Terms governing the appointment and management of sub-agents, if permitted

3. Key Person Provisions: Specific commitments regarding key personnel and project team members

4. Indemnification: Terms regarding mutual indemnification and liability limitations

5. Non-Circumvention: Provisions preventing direct approaches to introduced investors

Suggested Schedules

1. Fee Schedule: Detailed breakdown of fee structure, calculations, and payment terms

2. Services Description: Comprehensive list of services and deliverables to be provided

3. Target Investors: List of potential investors to be approached and any excluded investors

4. Compliance Requirements: Specific regulatory compliance obligations and requirements

5. Required Disclosures: Standard regulatory disclosures and risk warnings

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses
Industries

Financial Services and Markets Act 2000 (FSMA): Primary legislation regulating financial services activities in the UK, including authorization requirements for placement agents and financial promotion rules

Financial Services and Markets Act 2000 (Regulated Activities) Order 2001: Defines specific activities that require FCA authorization, particularly relevant for placement agent services

FCA Handbook: Comprehensive regulatory framework including Conduct of Business Sourcebook (COBS), Systems and Controls (SYSC), and Training and Competence (TC) requirements

Market Abuse Regulation (MAR): Regulations governing insider dealing and market manipulation provisions

Money Laundering Regulations 2017: Legislative framework for due diligence requirements and anti-money laundering procedures

Data Protection Act 2018 and UK GDPR: Legislation governing the handling of personal data and privacy considerations in business operations

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of contracts made between other parties

Common Law Principles: Fundamental legal principles covering contract formation, agency law, and fiduciary duties

Bribery Act 2010: Anti-corruption legislation covering bribery provisions and corporate hospitality considerations

Alternative Investment Fund Managers Directive (AIFMD): Regulatory framework applicable when dealing with alternative investment funds

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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