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Filing Requirements Private Placements

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

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

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

Manatt, Phelps & Phillips, LLP

New York Drags Its Securities Filings Into the 21st Century

New rules will simplify the notice filing process for private placements by requiring filings be made on a Form D via the North American Securities Administrators Association multistate Electronic Filing Depository,...more

Mintz - Energy & Sustainability Viewpoints

New York Guidance on Mandatory Filing of Form D

On December 1, 2020, New York Attorney General Letitia James issued guidance regarding, among other things, securities issued to New York residents in private placements made pursuant to Regulation D, Rule 506 under the...more

Morrison & Foerster LLP

FINRA Proposes Additional Filing Requirements For Private Placements

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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

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 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

Mayer Brown Free Writings + Perspectives

Proposed FINRA Corporate Financing Rule Change

On October 30, 2018, the Financial Industry Regulatory Authority, Inc. (“FINRA”) filed a proposed rule change to amend FINRA Rule 5110 (Corporate Financing Rule – Underwriting Terms and Arrangements) (the “Rule”), which is...more

Dorsey & Whitney LLP

What if You Miss the Deadline to File a Form D?

Dorsey & Whitney LLP on

As a continuation of our August 9 post regarding the deadline for Canadian companies to file a Form D for a private placement in the United States, we now address the questions, “What if our company missed the deadline to...more

Dechert LLP

Reminder: Certain U.S. Reporting and Compliance Obligations for Investment Advisers and Funds

Dechert LLP on

The U.S. federal securities laws and the rules of U.S. self regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more

Morrison & Foerster LLP - JOBS Act

FINRA Announces Updates to Private Placement Filer Form

On April 21, 2017, FINRA announced updates to the Private Placement Filer Form (“Filer Form”) that FINRA members complete when submitting private placement filings under FINRA Rules 5122 (Private Placements of Securities...more

Dechert LLP

Reminder: Certain U.S. Reporting and Compliance Obligations for Investment Advisers and Funds

Dechert LLP on

The U.S. federal securities laws and the rules of U.S. self-regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more

Morrison & Foerster LLP - JOBS Act

House Passes Accelerating Access to Capital Act

H.R. 2357, the Accelerating Access to Capital Act, was passed by the House on Thursday, September 8, 2016 by a vote of 236-178. The bill contains three important pieces of legislation designed to facilitate the access to...more

Morrison & Foerster LLP - JOBS Act

House Debate Scheduled for Bills Relating to Capital Access for Small Business

Next week, the House is scheduled to debate two bills designed to reduce regulatory burden on small businesses in order to facilitate access to capital. H.R. 5424, the Investment Advisers Modernization Act, was approved by...more

Foley & Lardner LLP

The Equity Crowdfunding Rules: What You Need to Know

Foley & Lardner LLP on

The SEC’s equity crowdfunding rules finally go into effect this month almost four years after Congress passed the JOBS Act, requiring the relaxing of certain rules on raising funds. So what does equity crowdfunding actually...more

Morrison & Foerster LLP - JOBS Act

FINRA Reminds Members of Obligations in Offerings Subject to a Contingency

On February 8, 2016, FINRA released Regulatory Notice 16-08 relating to the contingency offering requirements of Rules 10b-9 and 15c2-4 under the Exchange Act. The Notice arises from FINRA’s review of various private...more

Katten Muchin Rosenman LLP

Corporate and Financial Weekly Digest - Volume IX, Issue 6

In this issue: - SEC Division of Corporation Finance Issues Guidance on Rule 506(c) Private Placements - SEC Issues No-action Relief Regarding Registration of M&A Brokers - CFTC Issues Guidance on New...more

Morrison & Foerster LLP - JOBS Act

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

Troutman Pepper

Investment Funds Need To Be Aware: Broker-Dealer Private Placement Compliance Requirements Are Now In Effect

Troutman Pepper on

New FINRA Rule 5123 is now applicable and investment funds need to be cognizant of its requirements. Approved last June, Rule 5123 requires FINRA member firms (principally broker-dealers) participating in private placements...more

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