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 November 15, 2022, FINRA adopted amendments to revise the syndicate account settlement timeframe for offerings of corporate debt securities. The amendments to FINRA Rule 11880 establish a two-stage syndicate account...more
The proposed amendments could significantly alter the landscape for extended settlement of securities offerings by expressly limiting the public offering exception for “when-issued” securities to equity IPOs. Key Points: ...more
The SEC has approved amendments to FINRA’s corporate financing rule. The purpose of the rule is to allow FINRA to determine that public offering terms and conditions are not unfair, unreasonable, or inconsistent with FINRA...more
The Financial Industry Regulatory Authority, Inc. (“FINRA”) recently released Regulatory Notice 20- 10, which discusses the recent changes to Rule 5110 (Corporate Financing Rule – Underwriting Terms and Arrangements) (the...more
The Financial Industry Regulatory Authority on July 26, 2019 filed with the Securities and Exchange Commission a proposal to amend FINRA Rules 5130 and 5131 (collectively, Rules) (Proposed Amendments).1 The Proposed...more
BROKER-DEALER - FINRA Publishes Notice to Members Encouraging Continued Disclosure of Digital Assets Activities – On July 18, the Financial Industry Regulatory Authority (FINRA) published Regulatory Notice 19-24...more
On April 25, 2019, the Financial Industry Regulatory Authority, Inc. (“FINRA”) filed proposed amendments to FINRA Rule 5110 (“FINRA Rule 5110” or “the Rule”), commonly referred to as the “Corporate Financing Rule”, with the...more
The Financial Industry Regulatory Authority, Inc. filed proposed amendments to FINRA Rule 5110 (Proposed Rule Change) with the Securities and Exchange Commission on April 11, 2019.1 Rule 5110 (Rule) imposes certain...more
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
For the first time since 2004, FINRA has proposed major amendments to its requirements that govern the terms of the underwriting arrangements for most public offerings of securities and mandate that such arrangements be...more
The Financial Industry Regulatory Authority, Inc. (FINRA) has proposed the first major overhaul since 2004 of its rule regulating public offerings, titled “Regulatory Notice 17-15”....more
On April 12, 2017, the US Financial Industry Regulatory Authority, Inc. (“FINRA”) published proposed amendments to FINRA Rule 5110, which regulates the terms and arrangements of securities underwriting conducted by FINRA...more
On April 12, 2017, FINRA issued three Regulatory Notices requesting comments on proposed changes to various rules relating to financing transactions. Regulatory Notice 17-14 requests comment on all of FINRA’s existing...more
On August 5, FINRA proposed amendments to its gifts rule (Rule 3220) along with new rules to replace the current provisions governing noncash compensation (new Rule 3221) and business entertainment (new Rule 3222). These...more
On May 2, 2016 the North American Securities Administrators Association (NASAA) issued a release requesting public comments on a proposed Statement of Policy (SOP) that would allow issuers and its selling agents to use...more
Recently, attorneys from K&L Gates’ Government Enforcement practice group attended the Securities Industry and Financial Markets Association’s (“SIFMA”) Compliance and Legal Society Annual Seminar. We wanted to share with you...more
The Financial Industry Regulatory Authority’s review of various securities offering documents revealed instances in which broker-dealers have not complied with Securities Exchange Act Rules 10b-9 and 15c2-4 requirements...more
Regulatory Developments: FINRA Requests Comment on Rules Relating to Financial Exploitation of Vulnerable Adults - On Oct. 15 FINRA published Regulatory Notice 15-37, requesting comment on proposed amendments to...more
U.S. Structured Warrant Programs: Introduction - U.S. and non-U.S. banks have offered structured warrants in the U.S. to address the needs of both institutional and high-net worth investors. This article will...more
The growing use of social media has created challenges for federal securities regulators, who must enforce antifraud rules that were written at a time when the prevailing technology was the newspaper. This Guide...more
In a holiday shortened week, dark pools were again a focus for regulators. This week FINRA sanctioned Goldman Sachs in connection with the operation of its dark pool....more
The SEC recently approved amendments to simplify and refine the scope of FINRA corporate financing and underwriter conflicts of interest rules. The amendments include modifications that will affect not only underwriters and...more
The SEC has approved changes to FINRA Rule 5110, which among other things - - narrow the scope of the definition of “participation or participating in a public offering;”...more
REGULATION FD - Beginning in 1999 and continuing into 2000, media reports about selective disclosure of material nonpublic information by issuers raised concerns that select market professionals who were privy to this...more