Private Placement Update: FINRA Proposes Form of Electronic Filing for Private Placements Under Rule 5123

On June 20, 2013, the U.S. Financial Industry Regulatory Authority, Inc. (“FINRA”) filed a proposed rule change with the Securities and Exchange Commission (“SEC”) concerning the obligations of members under FINRA Rule 5123 to provide notice when participating in certain private placements of securities. The rule change would require members covered by Rule 5123 to electronically file the Private Placement Form (“Form”) via FINRA Firm Gateway. It also expands the Form to include disclosure of specified additional information if known to the member. Notably, FINRA has requested that the rule change become effective immediately upon filing.

Introduction -

On June 7, 2012, the SEC approved FINRA’s proposed Rule 5123, which, as adopted, significantly expands the scope of FINRA’s regulation of broker dealer participation in certain private placements. Among other things, the Rule imposes a notice filing requirement on member firms participating in a private placement.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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