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William & Henry Urges FINRA to Increase Disclosure for Investment Bankers Representing Private Companies

Posted On: March 11, 2014

Dear Sirs

I would like to call your attention to the attached article in the Wall Street Journal yesterday regarding the recent RBC case which highlights investment banking conflicts in the private sales of companies. This is an issue, in my opinion, that calls for immediate disclosure requirements of M&A investment bankers representing private companies. Such disclosure, in my opinion, should mirror the disclosures required in public deal making. That being, that the banker must disclose if it is doing or has ever done business with the parties on the opposite side of the transaction and therefore has or could be perceived to have a conflict that could harm the private company client. Too often, private business owners are unknowingly and adversely affected by these potential conflicts. In my own market area in Los Angeles, several of my competitors represent private companies AS WELL AS private equity firms in their sale of their portfolio companies. When representing a private company as a client, the issue arises as to whether such client is aware of this current or prior relationship with the private equity firm whom the banker ALSO counts as a client. In the legal and accounting professions, these conflicts must be disclosed to the client. I firmly believe that this case in the attached article represents the “tip of the iceberg” as it relates to conflicts that can harm the private company client. At my firm, William & Henry Associates, we only represent private business owners as we feel you can only serve one master—the client with whom you are engaged to represent.

RBC Ruling Strikes a Blow to Deal-Making Banks

    Regards,
  • David J. Iannini
  • President
  • William & Henry Associates

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