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Risks

• Our ability to retain our managing directors and other professionals is critical to the success of our business
• Principally all of our revenues are derived from advisory fees, which results in volatility in our revenues and profits
• Our engagements are singular in nature and do not provide for subsequent engagements, which could cause our revenues to fluctuate materially from period to period and translates into potential volatility in our stock price
• A high percentage of our revenues is derived from a small number of clients, and the termination of any one engagement could reduce our revenues and harm our operating results
• We generate a substantial portion of our revenues from our services in connection with mergers and acquisitions; in the event of a decline in merger and acquisition activity, it is unlikely we could offset lower revenues with revenues from other services
• If the number of debt defaults, bankruptcies or other factors affecting demand for our restructuring services is at a low level, our financing advisory and restructuring business could suffer
• Our private capital advisory business is dependent on the availability of capital for deployment in the alternative asset classes in which our clients are invested
• Our business may be adversely affected by difficult market conditions and adverse economic conditions which may cause a decline in transaction activity, the extent of which is not known, predictable or under our control
• We face strong competition from far larger firms and other independent firms, which could adversely affect our market share of the advisory business
• Strategic investments and acquisitions, or foreign expansion, may result in additional risks and uncertainties in our business
• Our future growth is dependent on both our ability to identify, attract and hire additional managing directors and other professionals and our ability to identify, acquire and successfully integrate complementary advisory businesses
• A significant portion of the compensation of our managing directors is paid in restricted stock units, and the shares we expect to issue on the vesting of those restricted stock units could result in a significant increase in the number of shares of common stock outstanding and if sold at vesting could cause the market price of our common stock to decline.
• The market price of our common stock is volatile and may decline
• Employee misconduct could harm Greenhill and is difficult to detect and deter
• We may face damage to our professional reputation and legal liability to our clients and affected third parties if our services are not regarded as satisfactory or if conflicts of interests should arise
• As a financial advisor on significant transactions, we face substantial litigation risk
• We are subject to extensive regulation in the financial services industry, which creates risk of non-compliance that could adversely affect our business and reputation
• Legal restrictions on our clients may reduce the demand for our services
• The value of our goodwill may decline in the future, which could adversely affect our financial results
• Our failure to prevent a cyber-security attack may disrupt our businesses, harm our reputation, result in losses or limit our growth
• Evolving data privacy regulations, including the European Union’s General Data Protection Regulation (“GDPR”), may subject us to significant penalties
• We could change our existing dividend policy in the future, which could adversely affect our stock price
• The COVID-19 pandemic may exacerbate many of the risks described above