Obligations of Broker-Dealers to Conduct Reasonable Investigations in Regulation D Offerings


The Financial Industry Regulatory Authority (“FINRA”) recently published a regulatory Notice reminding broker-dealers (“BD”) of their obligation to conduct a reasonable investigation of both the issuer and the securities that they recommend in offerings made under the Securities and Exchange Commission’s (“SEC”) Regulation D. Although Regulation D provides exemptions from the registration requirements issued under Section 5 of the Securities Act of 1933, it does not exempt issuers from the antifraud provisions of the federal securities laws. A BD has an enforceable duty under federal and certain state securities laws and regulations as well as FINRA rules to conduct a reasonable investigation of securities that it recommends—including those made through Regulation D offerings.

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