Regulation of Member Private Offerings


The Financial Industry Regulatory Authority (“FINRA”)adopted new Rule 5122 to require FINRA member firms, and associated persons that engage in certain private placements of its own securities or the securities of a control entity, to comply with certain disclosure and filing requirements and limitations on the use of proceeds. The private placements subject to the new rule are known as Member Private Offerings or MPOs. FINRA adopted Rule 5122 to address concerns with regard to conflicts of interest in MPOs. Traditionally, MPOs have been excluded from the scope of existing FINRA rules that generally applied to public offerings.

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