News & Analysis as of

Pre-IPO Selling Procedures Need to Be Adequately Supervised, According to FINRA

Broker-dealers selling interests in IPOs need to have adequate supervisory systems to ensure that registered representatives do not make actual sales before the securities are registered, according to a settlement of a formal...more

Closed End Funds

The Financial Industry Regulatory Authority (“FINRA”) has, in recent months, increased its regulatory focus on investor awareness regarding closed-end funds (“CEFs”). In October of last year, FINRA issued an Investor Alert...more

Corporate and Financial Weekly Digest - Volume IX, Issue 13

In this issue: - SEC Roundtable Discusses Cybersecurity Threats and Protections Against Cyberattacks - Proposed Changes to FINRA Classification of Hybrid Securities for Trade Reporting Purposes - FINRA...more

"The JOBS Act: The Resurgent IPO Market and What We Learned in Year Two"

Almost two years have passed since the Jumpstart Our Business Startups Act (the JOBS Act) was signed into law to ease regulatory burdens on smaller companies and facilitate public and private capital formation. The provisions...more

FINRA’s Annual Priorities Letter

FINRA has released its annual letter highlighting its areas of focus. Quite a number of the priorities reflect market changes, and reflect FINRA’s focus on developments post-JOBS Act. For example, the letter notes that...more

SEC Approves Limited Exception to Anti-Spinning Provision of FINRA Rule 5131

The SEC has issued an order (the “Order”) approving an amendment (the “Amendment”) to FINRA Rule 5131 relating to New Issue Allocations and Distributions (the “Rule”). (The text of the Amendment is available in Exhibit 5 of...more

SEC Approves Amendment to FINRA IPO Allocation Rule 5131, Easing Compliance for Fund Investors

Introduction - On November 27, 2013, the Securities and Exchange Commission (“SEC”) approved a change (the “Amendment”) to FINRA’s IPO allocation rule 5131 (the “Rule”).The Amendment allows a fund-of-funds to rely on a...more

Business Forum: Overseas Firms Look To U.S. For IPOs

When China's e-commerce giant Alibaba -- with a valuation that may make it the world's third-largest Internet company behind only Google and Amazon -- made the decision to go public, listing in Hong Kong was its natural first...more

FINRA Issues New Investor Alert on Closed-End Funds

The Financial Industry Regulatory Authority issued an investor alert regarding closed-end funds to explain what investors should know before investing. Like other mutual funds, closed-end funds are professionally managed...more

Your Guide to Purchases by Directors in an IPO

You are working on the IPO of Genco, a diversified agribusiness with exciting new technology set to revolutionize the production of olives. Members of the Board of Directors like the stock (and the olive oil), and want to...more

Affiliating with a Broker-Dealer

We frequently speak with our clients about whether their participation in an EB-5 program requires registration as a broker-dealer. Joseph Furey, Assistant Chief Counsel at the SEC Division of Trading and Markets, addressed...more

FINRA Releases Public Offering FAQs

FINRA, the largest independent regulator for all securities firms doing business in the United States, has released a set of FAQs relating to its review of public securities offerings filed on its Public Offering Filing...more

Market Trends & Legal Developments for Dealmakers - Quarter 4: 2012

In This Issue: -Market Trends -Venture Capital -Private Equity -Initial Public Offerings -Mergers & Acquisitions -Legal Updates -Jobs Act & Capital Markets -Mergers &...more

Select Broker-Dealer, Investment Adviser, and Investment Company Enforcement Cases and Developments: 2012 Year in Review

This Outline highlights key U.S. Securities and Exchange Commission (the "SEC" or the "Commission") and Financial Industry Regulatory Authority ("FINRA") enforcement developments and cases regarding broker-dealers during...more

SEC Approves FINRA Amendments to Implement JOBS Act Changes Regarding Research Quiet Periods and Analyst Participation in Pitch...

On October 17, 2012, the SEC approved changes to NASD Rule 2711, as administered by the Financial Industry Regulatory Authority (FINRA), and NYSE Rule 472, to bring both rules into compliance with the JOBS Act mandate to...more

FINRA Proposes Rule Changes in Connection with JOBS Act

The Financial Industry Regulatory Authority, Inc. (FINRA) (f/k/a National Association of Securities Dealers, Inc. (NASD)) filed with the SEC proposed rule changes intended to conform to certain requirements of the JOBS Act,...more

Current SEC Guidance for “Emerging Growth Companies” Seeking to Take Advantage of JOBS Act

The Jumpstart Our Business Startups Act (the “JOBS Act”) became law in April with a goal of improving access to capital markets and easing compliance burdens for newer and smaller public companies. Among other things, the...more

The JOBS Act: Emerging Growth Companies and the IPO On-Ramp

On April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups Act (the “Act”), a wide-ranging legislative response to the private sector which repeatedly voiced concerns regarding the existence of...more

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