Using Regulation D Rule 506(c) to Raise Capital
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WORD OF THE DAY® – Big Boy Letter
This amendment builds on FINRA’s recent willingness to relax the prohibition on the use of projections and targeted returns in the marketing materials broker-dealers deliver to institutional investors and qualified...more
On May 9, 2023, the Financial Industry Regulatory Authority, Inc. (“FINRA”) issued Regulatory Notice 23-08 (the “Notice”), which provides supplemental and updated guidance for members conducting private placements pursuant to...more
On May 9, 2023, FINRA issued Regulatory Notice 23-08 (the “Notice”) to remind members of their obligations when selling private placements (i.e., unregistered securities sold pursuant to safe harbors of the Securities Act of...more
On January 10, 2023, the Financial Industry Regulatory Authority, Inc. (“FINRA”) released its 2023 Report on FINRA’s Examination and Risk Monitoring Program (the “Report), available at: 2023 Report on FINRA’s Examination and...more
FINRA posted a set of FAQs on the filing requirements of Rules 5122 (Private Placements of Securities Issued by Members) and 5123 (Private Placements of Securities). ...more
In Regulatory Notice 21-26 (July 15, 2021), FINRA amended the filing requirements of Rules 5122 and 5123 to require members to file with FINRA any “retail communications,” as defined in FINRA Rule 2210, that promote or...more
FINRA Rules - On July 15, 2021, FINRA announced that it has updated its rules regarding the offering of private placement securities to expand the existing requirement that each broker-dealer that issues and/or sells a...more
Last week, the updated form to be used by placement agents in connection with private placements that is required to be filed with FINRA pursuant to Rule 5123 became effective. As we had previously blogged, FINRA has amended...more
In This Issue. The Board of Governors of the Federal Reserve System (Federal Reserve), in response to an increased number of inquiries and access requests from companies with fintech and other narrow purpose charters, invited...more
In its March 2021 Regulatory Notice 21-10, FINRA announced that it has updated the form that FINRA members use to file offering documents and related information regarding their participation in private placements. See FINRA...more
The Financial Regulatory Authority (“FINRA”) recently issued a comprehensive report on compliance issues noted in its examination program (the “Report”). The Report is intended to assist broker-dealers in identifying and...more
On February 1, 2021, the Financial Industry Regulatory Authority (“FINRA”) released its “Report on FINRA’s Risk Monitoring and Examination Activities.” The Report combines two of FINRA’s long-standing reports: (a) the...more
FINRA filed with the Securities and Exchange Commission (SEC) proposed amendments to the private placement filer form that members complete in connection with private placement filings made pursuant to either Rule 5122 or...more
Summary - FINRA settled with a placement agent for failing to perform due diligence and supervise an employee in connection with the placement of securities by the placement agent in a Regulation D offering....more
Financial Industry Regulatory Authority, Inc. (“FINRA”) Rules 5122 (private placements of securities issued by member firms) and 5123 (private placements of securities) each require a FINRA member to file with the FINRA...more
In setting forth its rationale, FINRA observed that private placement retail communications reviewed by AdReg have “revealed significant and pervasive” violations of FINRA Rule 2210. On October 28, 2020, the Financial...more
In October 2020, the Financial Industry Regulatory Authority (FINRA) proposed a rule amendment that would expand its filing requirements relating to private placements. Under the proposal, FINRA would amend its Rules 5122...more
SEC expands definition of "accredited investor", granting startups and growing companies easier access to capital - The United States Securities and Exchange Commission (the “Commission”) adopted a new rule on August 26,...more
The guidance highlights certain issues identified by FINRA regarding member firm communications to retail investors in private placement offerings. On July 1, 2020, the Financial Industry Regulatory Authority (FINRA)...more
In July 2020, FINRA issued Regulatory Notice 20-21, which is designed to provide guidance to broker-dealers in connection with their creation and use of retail communications relating to private placements. The notice...more
The U.S. federal securities laws, the Commodity Exchange Act and regulations thereunder, and certain other applicable federal laws, rules and regulations, as well as rules of U.S. self-regulatory organizations (such as the...more
FINRA’s 2020 Risk Monitoring and Examination Priorities Letter identifies a number of areas of focus for the examination program in the coming year....more
FINRA has released guidance, in question-and-answer format, with respect to FINRA member firm requirements to make filings under FINRA Rule 5122 and Rule 5123. ...more
On December 7, FINRA published its Report on 2018 Examination Findings1 (the "Report"). This is the second year that FINRA issued a summary of its observations from recent examinations. This Report, read in conjunction with...more
FINRA published its Report on FINRA Examination Findings and highlights private placement related concerns. In its examinations of the practices of many broker-dealers...more