Diedrich Consulting

In U.S. capital markets, one of the biggest friction points in private offerings is liquidity. Investors may be willing to buy unregistered securities in a private placement—but they also want a credible path to resell those securities later without forcing the issuer into a full SEC registration. That’s where Rule 144A comes in. Rule 144A […]

Overview: Two Related (But Different) Concepts Under the Corporate Transparency Act (CTA), many U.S. and U.S.-registered entities must report Beneficial Ownership Information (BOI) to the Financial Crimes Enforcement Network (FinCEN). In that process you may also encounter a FinCEN identifier (“FinCEN ID”)—a unique number FinCEN issues to an individual or entity to streamline BOI reporting.

SPACs have had a headline-grabbing run for one simple reason: they promise a faster, more controlled path to the public markets than a traditional IPO—while offering a company flexible capital options to fund growth, de-lever, or execute M&A. Done well, a SPAC can be a highly efficient public-market entry. Done poorly, it can be an

If you’re issuing securities—common stock, preferred, warrants, notes, units, or new classes created through a corporate action—there’s a moment when “legal paper” has to become “market-ready.” One of the clearest signals you’re approaching that moment is the need for a CUSIP number. A CUSIP (Committee on Uniform Securities Identification Procedures) is a unique identifier used

In Nevada, a corporate custodianship is a court-supervised process where a district court appoints a custodian to take control of a Nevada corporation in specific problem scenarios—most commonly when the company is effectively abandoned or paralyzed (e.g., no functioning management/board, deadlock, or failure to take required corporate steps). The goal is typically to stabilize the

Your Attractive HeadingIn private capital markets, you’ll see the phrase “accredited investors only” everywhere—private placements, growth equity raises, PIPEs, special situations, real estate syndications, and pre-IPO deals. But in practice, the real differentiator isn’t whether someone claims they’re accredited. It’s whether they are truly accredited, properly qualified, and—most importantly—actually capable of funding and supporting an

Forward-looking statements are a necessary part of being a public company. Investors want to know where you’re going, not just where you’ve been. But in public markets, “vision” without backup isn’t inspiring—it’s a liability. If you give guidance, publish projections, talk about expected revenue, margins, acquisitions, product launches, pipeline conversion, or “path to profitability,” you’re