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No. Any company can sell shares of their own stock, and can package that stock any way in which they deem marketable. For a company with access to potential investors, a formal private placement could very likely be more of a hindrance to raising capital than simple arms length negotiations for investment with potential investors.

In fact, formal placement documents, especially "Boiler Plate" documents can often have a chilling effect on potential investors. Especially seasoned investors. Speaking from experience, a seasoned investor will take a personal or written approach from a business owner over a boiler plate PP every time.

What an underwriter hopefully brings to the table is Liquidity, i.e. the ability to "Close Out" the offering quickly. Since a formal private placement will involve significant costs, audits, detailed business plans, legal opinions, risk disclosures and significant paperwork it can often be far more advantageous for a business owner to raise capital through a private sale of stock without the burden of involving underwriters - IF - they can handle the raise / have the connections to attract private investment without Underwriters (Selling Groups or Sales Syndicates.)

Although admittedly it's a pretty big "IF", but consider that most Private Placements are done on what is called a "Best Efforts" deal. Best Efforts means that the Broker Dealer or Underwriter makes no guarantees to their ability to "Place" (sell) the placement (Shares or Units), so in essence even after all the additional legal and financial burden, it is still a situation where the business owner is "Crossing their fingers."

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