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Private Placements Financial Industry Regulatory Authority (FINRA)

Goodwin

FINRA Proposes to Add ‘Knowledgeable Employees’ to Category of Persons Who May Receive Projections and Targeted Returns Under Rule...

Goodwin on

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

Mayer Brown Free Writings + Perspectives

FINRA Releases Updated Guidance for Members Conducting Private Placements

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

Bressler, Amery & Ross, P.C.

Private Placement Offerings are on the Rise — Know your Obligations; FINRA Notice 23-08

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

Mayer Brown Free Writings + Perspectives

FINRA Releases 2023 Report on Its Examination and Risk Monitoring Program

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

Mayer Brown Free Writings + Perspectives

FINRA FAQs on Rule 5122 and 5123 Filing Requirements for Retail Communications

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

Mayer Brown Free Writings + Perspectives

FINRA Expands Scope of Filing Requirements for Private Placements

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

Kilpatrick

New FINRA Filing Requirements for Private Placement Recommendations; More Private Offering Regulatory Restrictions Likely

Kilpatrick on

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

Mayer Brown Free Writings + Perspectives

Private Placement Filer Form

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

Goodwin

Fed Proposes Guidelines for Access to Master Accounts and Payment Services

Goodwin on

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

Morrison & Foerster LLP

FINRA Updates Form For Private Placement Filings

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

Morrison & Foerster LLP

FINRA Issues Comprehensive Guidance On Compliance And Risk Monitoring

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

Burr & Forman

FINRA 2021 Exam Results and Priorities

Burr & Forman on

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

Mayer Brown Free Writings + Perspectives

FINRA Proposes to Amend Rules 5122 and 5123

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

Ballard Spahr LLP

Placement Agents and Due Diligence: FINRA Settles With a Placement Agent for Failure to Retain Evidence of the Process and Results...

Ballard Spahr LLP on

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

Mayer Brown Free Writings + Perspectives

FINRA Proposes a Retail Communication Filing Requirement for Private Placements

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

Latham & Watkins LLP

FINRA Issues Proposal to Mandate Filing of All Retail Communications Regarding Certain Private Placements

Latham & Watkins LLP on

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

Morrison & Foerster LLP

FINRA Proposes Additional Filing Requirements For Private Placements

Morrison & Foerster LLP on

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

Downs Rachlin Martin PLLC

Expanding the “Accredited Investor” Definition

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

Latham & Watkins LLP

FINRA Issues Guidance on Retail Communications in Private Placements

Latham & Watkins LLP on

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

Morrison & Foerster LLP

FINRA Provides Guidance On Retail Communications In Private Placements

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

Dechert LLP

Reminder: Certain U.S. Reporting and Compliance Obligations for Investment Advisers and Private Funds - February 2020

Dechert LLP on

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

Mayer Brown Free Writings + Perspectives

FINRA Examination Priorities

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

Mayer Brown Free Writings + Perspectives

FINRA Resource on Private Placement Filings

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

Katten Muchin Rosenman LLP

FINRA Publishes Its Annual Report on Examination Findings

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

Mayer Brown Free Writings + Perspectives

Report on FINRA Examination Findings Cites Private Placement Practice Concerns

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

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