When you focus on building relationships with founders of companies, it allows you to avoid the bidding wars that you sometimes get with brokers. 

On this episode of Accessing the Pipeline, McGuireWoods partners Rubin Pusha III and Dan Howell, welcome guest Glenn Williams, Chief Operating Officer of Wayve Capital, a minority-owned asset management firm based in Philadelphia. A graduate of Duke University and Washington and Lee University School of Law, Glenn is a seasoned financial services attorney and investor with over a decade of experience in private equity, venture capital, and real estate. 

Tune in to hear Glenn talk about his private equity and investment background and how that led him to start a private equity fund. Glen also talks about the challenges and complexities of being a first-time manager and running a first-time fund, as well as the role of diversity in the private equity space.  

Connect and Learn More

☑️ Glenn Williams | LinkedIn 

☑️ Wayve Capital | Instagram | LinkedIn   

☑️ Dan Howell | LinkedIn

☑️ Rubin Pusha III | LinkedIn

☑️ McGuireWoods | LinkedIn | Facebook | Instagram | Twitter/X | YouTube

☑️ Subscribe Apple Podcasts | Spotify | Amazon Music

This podcast was recorded and is being made available by McGuireWoods for informational purposes only. By accessing this podcast, you acknowledge that McGuireWoods makes no warranty, guarantee or representation as to the accuracy or sufficiency of the information featured in the podcast. The views, information or opinions expressed during this podcast series are solely those of the individuals involved and do not necessarily reflect those of McGuireWoods. This podcast should not be used as a substitute for competent legal advice from a licensed professional attorney in your state and should not be construed as an offer to make or consider any investment or course of action.

This is Accessing the Pipeline, a podcast for black professionals in private equity and finance, brought to you by McGuireWoods. Join host, Rubin Pusha III as he welcomes special guests offering insights into access and capital, deal-making, accelerating portfolio optimization and developing relationships among black professionals in the private equity industry. Tune in to access the possibilities.

All right, welcome to the next installment of Accessing the Pipeline. Please join my fellow partner, Dan Howell and myself, in welcoming our guest, Glenn Williams of Wayve Capital. Before we get started, Dan, I know this is your first time on the podcast, your much awaited, arrival or debut on the podcast, man. If you want to just give a brief introduction so all of our listeners out there know who you are and what you do?

Yeah, absolutely. My name's Dan Howell, I'm in the Richmond office in McGuireWoods, a partner on the M&A team, focusing on a broad range of mergers and acquisitions and other corporate transactions. So financial and strategic. Really excited to be doing this pod because we're interviewing a former classmate of mine, Glen Williams. So love to see W&L Law folks doing great things out in the world, so thanks for the invitation.

Awesome, awesome man. I'm glad you're with us. And Glenn, man, well, this is mostly about you, so we'll just jump right in. For all the listeners out there, I'm Rubin Pusha III, partner at McGuireWoods in Chicago. My work is focused on private equity transactions, mostly in the healthcare space, but like Dan, I have a pretty broad array of transactions in my background, so happy to help with anything.

So Glenn jumping right in, man. Let's start by talking about your private equity and investment background and how that led to your decision to start a PFA. And before you answer, I want to make sure that you focus on the fact that you have a JD. I think it's important for folks to understand how versatile and talented we are with our Juris Doctorate degrees, and so I'll stop talking and let you jump in.

You're too kind, Ruben, but I appreciate you guys for having me on the podcast. It's great to be here and thank you. It's a great opportunity. But as you said, I'll take you through my career trajectory and how I landed in private equity. I was born and raised in Baltimore. I'm a Baltimore guy to the core. I went to undergrad at Duke University in Durham, North Carolina. After that, I went to law school at Washington and Lee, a university where I got my JD. From there, I traveled to Atlanta, met my wife, and this is where we set up shop and call home.

I started my career at Alston & Bird and that's where I really got my skills and grinding my teeth in the private equity finance space. So I was in the Alston & Bird Finance Group and we've represented institutional lenders, borrowers, private equity companies and syndicated finance transactions. So we would do LBOs, we would represent the lenders in LBOs, we would do dividend recaps and large syndicated loans.

From there, is where I really honed my skills and got really interested in private equity. I was at Alston & Bird for about five years. Then I transitioned to DLA Piper, a partner and I, we actually started the finance department in Atlanta for DLA Piper's Atlanta office where we supported the M&A group and private equity M&A transactions. And this is where I really got interested in it.

I'll tell you a funny story. At a big law firm, you know how it is, we're grinding working 2,400, 2,500 hours a year and one transaction I was doing the funds flow and I saw one of our independent sponsors, an individual. I think he made like $800,000 or something like that directly to his bank account. And so that's when a light bulb went off in my head and said, "Hey, I got to get on that side. I got to learn the business and really understand from a business perspective so I can get into that part of the funds flow."

And so from there, I really got into the business side. So I started to network with some of our clients. I started to attend conferences, take classes here and there just to learn the business side of it. And in that same route, one of our former clients, his name's Rashan Williams, he started a family office here based in Atlanta. And so this is where I really was able to contribute on the business side. And we were doing a lot of venture capital work at the time and what we called influencer private equity, influencer vac private equity, where we would partner with athletes and entertainers, some of the big names in the entertainment space. And so we would use those big names in the entertainment space to make those introductions into some of the bigger private equity and venture capital funds like Kleiner Perkins, First Round Capital. We would talk to Josh Kopelman from First Round Capital maybe once a month.

And from there, we were able to put real money behind the athletes and entertainers money and to get us into the best deals. And we've done that for about five years. And more specifically, from there, it led to me wanting to do deals all the time. And so that's where the advent of Wayve Capital Management formed. One of my partners, Abraham Kromah, he was a CBRE guy, commercial real estate, and he's since left to bring this idea of Wayve Capital to life. And he came to me with a deal actually, and it was a great deal. It was co-investing at one of the biggest commercial real estate companies in the country. They do a lot of really massive deals and they were allowing Abraham to invest alongside their fund at significantly reduced discounts.

And so I saw this and I'm like, "Abraham, if you don't invest in this, I will invest in this. We should put together a fund in order to invest in this because institutional investors are already in these deals. If we're in these deals at reduced discounts, I think we can raise money pretty easily." And so he brought that to me and from there, we started up a fund. We onboarded another partner of ours, Reese Williams, who is the Chief Investment Officer at Spouting Rock. And Reese does a lot of public equity work and combination of that, we signed Spouting Rock as a minority owner in our business. So they handle the backend, back office compliance, legal, and we were able to put together this company based on one deal. And so now that we had this one deal, we were able to go out and raise money for it. And then that's the advent of Wayve Capital. And so that's where we are now.

Nice, nice. But you guys, great background. You've obviously been outside counsel to private equity funds and others in the alternative investment space. And then maybe it was serendipitous that Abraham brings you this opportunity and that led you to form Wayve Capital, but I know that it had to be a little bit more nuanced than that. What were some of the indicators, either with you professionally or in the marketplace that said, "Now is the time for us to do this?" Could you walk us through that a little bit?

No, absolutely. Absolutely. So as I mentioned before, I was doing a lot of work with family office in venture capital work. And as the market and through COVID slowed down, the IPO space got really dried up. We were doing a lot of SPACs here and there. As you know, the SPAC world dried up, so we had to shift our focus. And so the family office turned in more into a lifestyle branding type of company. With that company, we acquired an exotic car business. We acquired a private jet company. And as I mentioned before, our clients were high net worth individuals, athletes and entertainers, and they liked the private jets, they liked the cars.

And so since we already had those companies in our portfolio, we since transitioned the family office into a lifestyle branding company, but my passion was always around deals and doing deals and private equity. And so I know I didn't want to do the lifestyle branding stuff, so I was always inquisitive looking for deals. And so Abraham and I, we were constantly in contact about what deals we can do. I see about 30 to 40 deals a month.

And the conversation about Wayve Capital, generally, it started about... I want to say two to three years ago. And we all put our heads together to start a fund, but the timing just wasn't right. But with the shift in the market and high interest rates, we thought we could go into some of these businesses and acquire them for really good multiples since we knew how to raise money and we could put an equity check in front of them. And so this was the time we felt as though it was the time was right to strike. That's how it all came together.

And one of the more, I guess serendipitous parts is that we have a partner in Jeron Davis and Jeron, he's a wiz kid. He worked at RLJ, Robert Johnson's Private Equity Fund. He's just finishing up Harvard Business School. I worked with him while I was at DLA Piper, he was one of our clients. And Jeron and I, we've done deals in the past with respect to purchasing some middle market companies. And Jeron was just finishing up Harvard and he was in the market for a job. And Jeron and I talked and he was really excited about the opportunities, so we were able to onboard him as well.

And so it was like a coming together of just serendipitous moments. Everyone was in a place in their career and wish they were in a transition mode. And so that transition mode just jelled everyone together and we said, "Hey, we have something here." And so that's how Wayve Capital was formed.

And I have one more question. I'm going to turn it over to Dan. I think maybe it's a good segue, but you mentioned you're looking at like 30 or 40 deals a month. How are you sourcing deals? Are you using a broker to help send you deal flow? Are you cold mailing, cold calling and texting? What's been the greatest source of deals for you?

Absolutely. I think that's where the strength of Wayve Capital comes in, and that makes us different from a lot of diverse and emerging managers in this space and private equity companies in the space. We don't necessarily work with brokers that often. Because I'm a lawyer, I have a lot of connections within the legal space. I've been a lawyer for over 10 years. And so it is advantageous to have those connections to law firms and partners that want to do business with you. And throughout my connections, lawyers and partners at big firms, they're always boots on the ground. So they'll call me up and say, "Hey, we have a company that wants to sell. This is the criteria. Are you interested?" And so I have a lot of connections in the legal space with that. Other law firms put us on an email distribution that we get some of the best deals that come through the law firm at first, but more importantly, it's our founders focused search that we leverage that sets us apart from everyone.

And throughout our career, we've really been focused on building relationships with founders and companies, and Jeron specifically at RLJ, he started their founder focus group and he was able to continue to nurture those relationships. And so for these founder focus groups, we already are plugged in boots on the ground with a lot of these founders of these companies that have high growth companies or really solid companies with a great track record. And so this allows us to avoid the bidding wars that sometimes you get with brokers.

And so we're able to go to the companies directly, negotiate good deals. And also, we keep on management for a certain amount of time and also develop those relationships. We have a good relationship with existing managers and I think that's something that really sets us apart from a lot of other private equity companies is having that in with those founders of the companies.

Appreciate that, but Dan, man, take it away.

Absolutely. Absolutely. And I think this has been some great background on the genesis of Wayve. So I think now I want to step back for a second. If you could give us just an overview of what is Wayve Capital? Think about how you would pitch or describe it to someone who's never clicked on the website. Maybe dive into some of the investment strategies and key pillars that you all think of?

Absolutely, absolutely. So Wayve Capital is a minority owned asset management firm. We were founded last year, 2023, but we were working on this idea for two or three years and it just came to fruition last year. We're based in Philadelphia. I'm in Atlanta, but our headquarters is in Philadelphia. We are 60% minority owned, and then the other 40% is split between a gentleman named Reese Williams and Spouting Rock Asset Manager. Spouting Rock has about $600 million in AUM. They touch about $600 billion assets total, and we specialize in crafting tailored solutions for pension funds, endowments, sovereign wealth funds. So that's our focus. And we came up with a thesis that throughout the endowments, the pension funds, they have what's called diversity mandates, where each pension fund may have to set aside say 10% of their fund to invest in diverse owned management companies. And we position ourselves directly in that sweet spot where we're able to not only have access to high quality deals, we have the operators with sophisticated knowledge that has been doing this for a while. And we're diverse owned, so we're able to capture all of those investment dollars.

And so we offer the best of both worlds, but generally, we focus into four sectors. So we have our commercial real estate sector, and this is headed by Abraham. The commercial real estate, we invest alongside Class A real estate developers at a discount. And so this has been really advantageous for us, but also, our pension fund clients and other high net worth individual clients. We also have a vertical with public equity, and so this is really where Reese Williams shines. Reese has managed over $2 billion for about 15 years prior, and so we were able to bring Reese on to manage our public equity strategy along with Spouting Rock.

With respect to private equity, I lead that myself as well as Jeron Williams. And so I'll dive a little bit deeper into private equity. We're raising a $300 million fund right now, but we typically invest in middle market companies straight through our founder focused group that we've sourced them. When I say middle market, we're looking at companies with an EBITDA of at least $4 million. Our equity checks are typically anywhere between $20 million and $50 million, and we like companies with a history of consistent growth and profitability with EBITDA margins in excess of 20%. And so if it hits those criteria, we'll typically invest.

We stay away from distressed and turnaround acquisitions, and we're generally industry agnostic, but we really like the business and industrial services, software, media, entertainment. We stay away from real estate in the private equity vertical since we already have that covered through Abraham and anything healthcare related, but we will do healthcare services and things of that nature.

Then our last vertical, so our fourth vertical is it's an individual focused type of strategy. And so we partner with a lot of influencers and entertainers just because bring that background as well to create tax advantageous strategies for them. And so we've partnered with a few influencers that have a couple of hundred thousand followers on Instagram and have really saved them tons of money through our defined benefits plan and other tax strategies.

No, that's fascinating. You touched on a lot of the points that I think would be interesting to our listeners. Circling back to the private equity and some of the deals that you all do, it sounds like you're industry agnostic, but it sounded like there were a couple of industries that you're more focused on than others. Just maybe want to drill down a little bit more on that. Are there any preferred industries that Wayve's looking at and any ones that you might be looking to pivot into looking into 2024?

Absolutely. Absolutely. So we really love the business in industrial services, and so this covers electrical companies, plumbing companies, HVAC, fire safety. We recently acquired an electrical services business out in Denver, Colorado, which they were doing about $5 million in EBITDA, and we were able to buy it for about a three times multiple. We've since raised EBITDA, I want to say to $6.5 million in the last two years. And so those are the sweet spots. So we love those businesses where they have a moat around it.

And so for instance, in the electrical services business, you need a master license in order to operate those. So that's a natural moat that we put around our business and we're able to partner with operators and incentivize existing management to stay on so that we can keep their license and put it to use, as well as training other folks in that business to acquire that license. And so that's a natural moat that we like around our business.

We also like the fact that a lot of these businesses are great businesses. They are founded by really hardworking people, really masters of their craft, but they just need that little bit of professionalizing of the business in order to make it successful. And so we come in as a partner, we view it as a partner to take that business and elevate it from where it is to where it could be.

And a couple more questions before I kick it back to Rubin. One, you mentioned Reese a few times and Spout, and I just want just a little bit more information on what the relationship there? What are some of the synergies with that partnership? How do they add value to some of your LPs?

Spouting Rock has been a great partner, so they're a minority partner. Reese is the Chief Investment Officer of Spouting Rock. He's on SNBC all the time. He's the media guy. He's been doing it for 30 years, but they add a ton of value. I would say we've been invited to some of the big time equity allocator events through introductions through Spouting Rock. We just finished the Marquette Associates breakfast, which is unheard of for emerging managers that's only been around for a year to get invited with upcoming meetings with BlackRock, with some other big time allocators. And I think through our partnership with Spouting Rock, it takes a lot of the heartburn investors have about working with first time managers, so we're able to assuage some of their concerns.

So the concerns they range from, "Will these managers just run off with my money? Do they have a track record? Who's handling compliance? If we do give them money, can they actually service and can they actually pull off what they're telling us they're going to pull off?" And so having Spouting Rock as a back office partner, they're able to assuage some of those concerns because they provide us compliance, they provide us with actual research and other resources that we wouldn't be able to get as just an emerging manager starting out.

And so we're able to jump the line with respect to development of our business because we have a strong backing already. And so that relationship with Spouting Rock and with Reese really helps us get our foot in the door, and then it's on us to actually perform and raise the capital. And I would say Reese in particular, he's a 30-year veteran in the asset management space. He has a lot of connections, he's very well respected. And so that just gives us an additional level of security with respect to when we walk into these conversations, we say, "Hey, we are professionals, we have experience, and here's our track record." So I think it helps twofold.

I guess with all of that background, you all are still a first time fund, first time managers. Wanted to get some thoughts on some just challenges, complexities and headwinds that you've seen going through this first time process? A little bit more detail on that too.

Absolutely, absolutely. It's tough. It's tough. I won't say it's easy. We've had very great discussions, but I think the biggest challenge and the biggest headway is nobody wants to be first check. Everyone's like, "We love this idea, we love everything about it, but let's wait until BlackRock puts a check in. Let's wait till this other company puts a check in." And so nobody wants to be the first check. So that's a big challenge that we're working through and we've really been able to be creative with some of our terms and some of our deals in order to convince folks that Wayve Capital is going to be a premier asset manager in a space that we're around for the long haul and that we can get very good alpha returns within this space.

Also, just candidly, being a black man in this space, generally you don't see many of us. And so there's always a dance on whether or not to lean into the diversity or not. And so you'll meet some asset managers that honestly don't care about diversity. And so it's always trying to walk that tight rope, and we're a proud, diverse manager. And so we never want to shy away from that. And we're embracing diversity, especially with the climate going on today. So with all of those challenges, we're still able to make great headway in this space.

Well, that's another good segue. One of the things that Dan and I and some of our other partners have been working for the last three years or so is building an ecosystem of black professionals in private equity and finance. And I think that one of the spaces where Dan and I tend to see the most traction is with black emerging managers and black independent sponsors. I think that what's important for us is one, seeing that ecosystem develop so that it's not just the three of us in a room, but it's everybody. And some of the other folks out there, the Five CPs and the Author Capital and Apis & Heritage, just some of the other black emerging managers that are out there. I'm starting to see more. It's still not a lot, but what are you seeing in terms of crossing paths with other black emerging managers and what are some of the spaces in which you all are interacting with each other?

Absolutely. I think we are intentional as you guys are about making those connections with other diverse emerging managers. We are part of the National Association of Investment Companies, which is an industry trade group specifically designed for not necessarily emerging managers, but diverse managers. And so they equip us with the skills, the knowledge, the introductions as well, roadshows. And through this ecosystem, we're able to touch a lot of emerging and diverse managers who went through the same and overcome the same challenges that we've overcome.

And so we've been intentional about really flexing those relationships and coming across those, but just generally, there's not a lot of us in the space. And so once we do find folks in the space, we wrap arms around them and see how can we change the landscape of the space together? And so we're always open to working with other diverse managers or anyone just generally that have our mission in mind and just generally our Wayve Capital, we spell it W-A-Y-V-E, and Wayve is symbolic. It's our commitment to staying ahead of the curve while navigating the ever-changing tides with agility and foresight. And Wayve stands for way and wave, and we're trying to make a new way in this game. We're trying to make a new way in the asset management space because it's so long been dominated by folks that don't look like us.

And so to the extent we can forge those paths and make a new way, while also riding a powerful wave and creating our own brand along with others, and I think that's our goal. And to the extent we can do it with other folks that look like us, it's just icing on the cake.

And appreciate, you mentioned an NAIC. Shout out to the work that Rob Greene and Carmen are doing for diverse managers, and not just the black emerging managers, but also the Asian and Pacific Islander and the Latinx community. I think the work that they're doing over there is special, and I'm glad that you guys are affiliated with them.

How do we continue to grow this ecosystem of black emerging managers? One of the things that we hope to accomplish with the podcast is give it a platform to the diverse managers to talk about how they got into this business and the work that they're doing, but also to create some awareness amongst all the B school students and the lawyers out there and the folks that are maybe not aware of or only have been on the fringes of alternative investment. If you had to list your top one or two things we could do to help build this ecosystem, what would they be?

I think awareness is probably the number one strategy out there. And I say this awareness from the jump. Going into business school or going into law school, you're not really aware of emerging managers. At least I wasn't. And I think that if we can start to steal your brand, access the pipeline, starting at law school, starting at business school to just make diverse students aware that there are other options than graduating and joining a big time law firm, graduating and joining a big time private equity fund, that there are folks in the industry that are forging paths and doing it their own way and having those conversations earlier in folks' career would set them up for these alternative career paths later on down the line.

I find that particularly with lawyers, we don't like to make career changes. We don't like to switch. It is just by our nature. I think if folks would know and understand that there is a whole vast business community out there that are doing deals that increase capital, that are trying to broaden, make the pie bigger and more inclusive, I think that would be a great strategy to get more diverse managers in this space.

Well, we appreciate all of the knowledge that you've dropped on us today. We know you're busy, so we appreciate your time. Typically, we like to close at each episode of Accessing the Pipeline by asking our guests the same series of questions. And so Dan and I will take turns on the closeout, but I'll fire away with the first one and we'll just keep going, but what's one book that you might recommend to our listeners that's been transformational in your career?

Oh, man. I would say there's so many, man. I'm an avid reader, so I would say a book, it's not a business book, but it's a book called Letting Go: The Pathway of Surrender by David Hawkins. And this has been transformative, not only in my career, but in my life. It's about facing challenges, dealing with challenges and letting go and moving forward. And there is something liberating and freeing to know that challenges, hard times is a part of life. It's part of the human experience.

And so once you change your perspective on certain things, you can change your life and then you understand that I can't, so the world that, "I can't do this, I can't be successful," are really just, "I won't." So once you change your perspective on those things, every experience is a learning experience. Then you just take back your own power and understand that it's your reactions to things in the world that dictate how you feel. And so once you put yourself in that power position, then you're unstoppable, man.

Yeah, it sounds like a powerful book. Questioning two, is there a cocktail or other drink or meal that best describes your personality?

Oh, man. I usually drink old-fashioned, but I will say I am not old-fashioned, other than the type of music I listen to, man. I like Earth, wind & Fire. My dad raised me on the old school music, but I would say seafood, crabs, crab cakes. I'm from Baltimore, Baltimore to the heart. And so I would say a nice Maryland crab, bushel crabs just dumped on a table and everything like that. Getting my hands dirty because I like to get my hands dirty. I like good food. I think that best describes my personality. And you eat crabs with other people. I'm a people person, and so I think that best describes my personality.

So look, I don't want any problems on my podcast, but I'm from Savannah, Georgia, and I think we do crab boils, aka, the low country boy a little better than the Baltimore, but-

Hey, hey man.

We'll save that for another day.

Hey, I love Savannah too, man. I've tried those low country boils and don't tell my Baltimore people, but they're chef kiss, man.

There we go. There we go. If you could have dinner with one person, dead or alive, who would it be?

Oh, man, I would have to pick a guy. His name's Sri Ramana Maharshi. He was, I would say a Hindu. And this guy, incredible life man. He had a near death experience when he was about 10 or 11, and that prompted him to go out and seek a solitary life, but he actually was what they call enlightened in his spiritual beliefs, but he had the key to happiness. He was not materially wealthy or anything like that, but folks followed him because he figured it out.

And so I always keep him in my mind because regardless of how my career goes, any material wealth that I get, I always try to really remember that happiness is what you create within and how you feel about internally. And so if you have that, the ups and downs of life can come and go and you have that joy inside. So I would love to meet with him, pick his brain, and just have a conversation with him.

And lastly, what's the single best piece of advice you've received from a mentor, whether personally or professionally?

I would say the single best advice was probably from my dad, and he told me when I was younger, I had to be in high school and I played football in high school. And so I was popular at the time and he said, "Glenn, always look out for the underdog. Never use any status or any influence you have to demean people that are below you." So he said, "Always look out for the underdog." And you'll never go wrong for that. If you look out for the folks that are the lowest in our society, it lifts all ties. And so that is probably the single best piece of advice that he's given me.

Before we close out, I want to make two quick points. One, you're downplaying your football career by not mentioning that you also played Division One football at a high level, which leads to my second comment, which is a testament to how small the world really is. I met Glenn maybe about four or five years ago sitting at the bar at the Ritz-Carlton in Orlando, Florida, and we just randomly struck up a conversation. And about five minutes into the conversation, we realized that Glen used to be roommates with one of my really good friends from Savannah, Georgia, Irod Riley, who also played that played football at Duke.

And it just goes to show you one, don't miss opportunities to have conversations with really good people generally. Two, expect full circle moments like this, because who knew five years ago that we'd all end up on this podcast together after having gone to law school with Dan and meeting me randomly? And so it's a really cool full circle moment to have you on the podcast. We appreciate you so much. Thank you to all the listeners for tuning in to accessing the pipeline. Go check out Wayve Capital, pay attention to what they're doing because we're fully expecting to make waves in this industry. Thanks everyone.

Thank you. Appreciate it.

Thank you for joining us on this episode of Accessing the Pipeline. To learn more about today's discussion, please email host Rubin Pusha III at rpusha@mcguirewoods.com. We'll look forward to hearing from you. This series was recorded and is being made available by McGuireWoods for informational purposes only. By accessing this series, you acknowledge that McGuireWoods makes no warranty, guarantee or representation as to the accuracy or sufficiency of the information featured in this installment. The views, information or opinions expressed are solely those of the individuals involved and do not necessarily reflect those of McGuireWoods. This series should not be used as a substitute for competent legal advice from a licensed professional attorney in your state, and should not be construed as an offer to make or consider any investment or course of action.