Due Diligence Interviews

This practice note discusses conducting due diligence interviews for a securities offering, which are meetings or calls among the underwriters, their counsel, the issuer, and other parties to discuss the issuer’s business, operations, and financial results. The purpose of these interviews is to help the underwriters perform a reasonable investigation, ensure the accuracy and completeness of the disclosure documents, confirm the valuation of the issuer’s securities, and support the legal opinions and negative assurance letters. The practice note provides an overview of the typical due diligence interviews conducted in connection with different types of securities offerings, such as initial public offerings, follow-on offerings, Rule 144A/Regulation S offerings, and private offerings. The practice note also covers questions usually asked during the interviews, the timing and format of the interviews, and the potential challenges and issues that may arise.