Investment Bank Engagement Letter Template for United States

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Key Requirements PROMPT example:

Investment Bank Engagement Letter

"Need to draft an Investment Bank Engagement Letter for our Series C fundraising round, where we'll be engaging Goldman Sachs as our exclusive financial advisor starting March 2025, with specific provisions for both equity and debt financing options."

Document background
The Investment Bank Engagement Letter is a crucial document used when a company engages an investment bank for services such as mergers and acquisitions advisory, capital raising, or other financial advisory services. This document, governed by U.S. federal and state securities laws, establishes the formal relationship between the parties, detailing the scope of work, compensation structure, and regulatory compliance requirements. The letter typically includes specific provisions required by SEC and FINRA regulations, and serves as the foundational document for the investment banking relationship. It's particularly important as it outlines both parties' rights, responsibilities, and protections throughout the engagement.
Suggested Sections

1. Engagement Scope: Detailed description of investment banking services to be provided, including specific transaction types, advisory services, and any limitations

2. Fee Structure and Payment Terms: Comprehensive outline of retainer fees, success fees, expense reimbursement policies, and payment terms including timing and method

3. Term and Termination: Duration of engagement, termination rights, notice periods, and consequences of termination

4. Confidentiality Obligations: Terms regarding protection of confidential information, trade secrets, and client data, including duration of obligations

5. Indemnification and Liability: Mutual indemnification provisions, liability limitations, and circumstances under which these provisions apply

6. Regulatory Compliance: Acknowledgments and representations regarding compliance with securities laws, FINRA rules, and other applicable regulations

Optional Sections

1. Exclusivity Provisions: Terms of exclusive engagement including duration and scope, used when client agrees to work exclusively with the investment bank

2. Tail Period Provisions: Post-termination fee entitlements and obligations, typically used to protect bank's interests for deals completed after engagement ends

3. International Transaction Provisions: Specific provisions for cross-border transactions including applicable laws and jurisdictional considerations

4. Fairness Opinion Terms: Specific terms related to providing fairness opinions, used when engagement includes fairness opinion services

Suggested Schedules

1. Schedule A - Fee Schedule: Detailed breakdown of all fees including retainer, transaction fees, success fees, and other compensation structures

2. Schedule B - Authorized Representatives: List of authorized personnel from both parties who may give instructions or approvals under the engagement

3. Schedule C - Specific Transaction Terms: Detailed description of specific transactions covered by the engagement, including any special terms or conditions

4. Schedule D - Expense Policy: Detailed policy regarding reimbursable expenses and approval procedures

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

Federal Securities Laws: Core federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, Investment Company Act of 1940, Investment Advisers Act of 1940, and Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010

FINRA Regulations: Financial Industry Regulatory Authority rules governing investment banking activities, conflicts of interest, and fee/compensation disclosure requirements

SEC Regulations: Securities and Exchange Commission regulations including Regulation D (private placements), Regulation S (offshore offerings), registration requirements, and disclosure obligations

Bank Holding Company Act: Requirements applicable to bank holding companies and their subsidiaries engaging in investment banking activities

Anti-Money Laundering Laws: Compliance requirements under Bank Secrecy Act and USA PATRIOT Act for financial institutions

Blue Sky Laws: State-specific securities laws that regulate the offering and sale of securities to protect the public from fraud

Professional Standards: FINRA's investment banking rules and industry standard practices for engagement letters

Contract Law: State contract law principles, Statute of Frauds requirements, and applicable Uniform Commercial Code provisions

Privacy and Confidentiality Laws: Gramm-Leach-Bliley Act and state privacy laws governing the handling of confidential information

Fiduciary Duty Requirements: Common law and statutory fiduciary obligations applicable to investment banking relationships

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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