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AI flags tail-fee periods that capture investors with no agent involvement
Detect exclusivity scope broader than the actual placement
Identify indemnification structures that exceed market
Free review for Reg D 506(b)/(c) and private fund placements
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Justee's AI-powered placement agent agreement review tool analyzes engagement letters between issuers and broker-dealer placement agents for tail-fee scope, exclusivity, success fees, FINRA compliance, and indemnification balance. The tool flags tail-fee periods longer than 12-18 months that capture investors with no actual agent involvement, exclusivity language that prevents direct issuer fundraising, success-fee definitions that include investors introduced by the issuer, and one-sided indemnification that exceeds market for the agent's actual scope of work. Justee evaluates whether the agent is a registered FINRA broker-dealer (a legal requirement for transaction-based compensation) and whether disclosure obligations under Reg D Rule 506(d) bad-actor provisions are properly handled. Placement agent agreements often govern multi-million-dollar capital raises. Common agreement issues include tail fees that effectively tax future direct fundraising, exclusivity that ties the issuer's hands during dry markets, and indemnification that protects the agent for their own gross negligence. Professional placement-agent review preserves issuer optionality.
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Free Placement Agent Agreement Comparison • No Sign-up Required • Results in Minutes
Tail-fee scope and duration calibration
FINRA broker-dealer registration verification
Exclusivity vs. issuer direct-investor carve-outs
Success-fee triggers and exclusions
Indemnification limited to actual agent role
Tail fee on issuer-sourced investors
Exclusivity blocks direct fundraising
Agent not FINRA-registered
Indemnification covers gross negligence
Success fee on uncommitted indications
Tail-fee scope and duration calibration
FINRA broker-dealer registration verification
Exclusivity vs. issuer direct-investor carve-outs
Success-fee triggers and exclusions
Indemnification limited to actual agent role
Powered by Justee AI • Free Placement Agent Agreement Analysis
Justee recently analyzed a placement-agent letter with 24-month tail and "all investors" exclusivity for a $50M Series B SaaS round in Boulder, CO using a placement agent for the institutional tranche.
Issue Found: The 24-month tail captured any investor who closed during that period — including investors the founder had been talking to for two years prior to the engagement. The agent was not FINRA-registered, which under SEC v. Ranieri threatens the underlying offering exemption.
Justee Recommendation: We narrowed the tail to 12 months from termination and limited it to investors actually introduced by the agent during the engagement (with a written introduction list at engagement). We required the agent's parent broker-dealer to act as principal of record under FINRA Rule 5110.
"For a period of twenty-four (24) months following termination, Issuer shall pay the Placement Fee on any investment made by any investor in the Company."
"For a period of twelve (12) months following termination, Issuer shall pay the Placement Fee on investments made by investors who (i) were introduced to the Company by Placement Agent during the engagement and (ii) were identified to Company in writing on the introductions list attached as Schedule A within ten (10) business days of introduction. The tail shall not apply to investors who were already in active discussions with Issuer prior to engagement, as documented in Schedule B."
Why it matters: Tail fees should compensate the agent for their actual contribution. Capturing all future investors regardless of source effectively taxes future direct fundraising. Written introduction lists prevent post-hoc tail claims.
Partner, Corporate Transactions at Grayver Law Group
| Feature | Justee AI Review | Manual Review |
|---|---|---|
| Review Time | 2-5 minutes | 2-4 hours |
| Cost | Free trial available | $150-500+ |
| Legal Citations | Automatic | Varies by reviewer |
| Clause Suggestions | Included | Extra fee |
| Availability | 24/7 instant | Business hours |
Feature
Justee AI
Manual Review
Review Speed
2-5 minutes
2-4 hours
Cost per Document
Free trial
$150-500+
Legal Citations
Clause Suggestions
24/7 Availability
Justee AI Placement Agent Agreement Analysis
FINRA Rule 5110 corporate financing
SEC Reg D 506(b) exempt offerings
Broker-dealer registration requirements
Not Legal Advice: The information and analysis provided by Justee AI is for general informational purposes only and does not constitute legal advice. While we strive to provide accurate and helpful information, our AI-powered service is not a substitute for professional legal counsel.
No Attorney-Client Relationship: Use of Justee AI does not create an attorney-client relationship. Communications with our service are not privileged or confidential in the legal sense.
Consult a Professional: For specific legal matters, we strongly recommend consulting with a qualified attorney licensed in your jurisdiction. Legal requirements vary by location and circumstances, and only a licensed attorney can provide advice tailored to your specific situation.
Performance Estimates (*): All statistics, metrics, and numerical claims on this page — including review times, cost comparisons, accuracy percentages, and database size — are estimates based on internal testing, industry research, and typical use cases. Actual results vary based on document type, complexity, length, jurisdiction, and other factors. Cost comparisons reference publicly available average attorney rates and are not guaranteed savings. "1M+ laws and regulations" refers to the breadth of Justee's reference database and does not imply that every provision is checked against every law for every document.
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Last updated: May 13, 2026
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