FINRA published Regulatory Notice 14-09 (available: https://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p449586.pdf) to solicit comments regarding a series of new rules that would be applicable to firms that perform certain limited functions. FINRA is proposing to establish a new, reduced regulatory framework for firms that advise issuers on debt and equity private placements with institutional investors or provide certain advisory… Continue Reading
In March 2013, Nasdaq and SharesPost announced Nasdaq Private Market (NPM), a joint venture intended to create a preeminent marketplace for private growth companies. The road to full regulatory approval has been long but in January 2014, FINRA approved the registration as a broker-dealer of NPM Securities, LLC, a Nasdaq OMX Group brokerage unit, a… Continue Reading
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 given the resurgence of the IPO market, FINRA will review the firm’s due diligence activities, monitor the completeness and accuracy of… Continue Reading
As we reported in a previous post (http://www.mofojumpstarter.com/2013/09/20/trace-dissemination-of-144a-data/), the SEC approved amendments to FINRA Rules 6750 and 7730, and TRACE dissemination procedures for Rule 144A trade data. FINRA has announced (see: http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p375662.pdf) that these amendments will go into effect beginning June 30, 2014.
Today, FINRA released a regulatory notice with proposed funding portal rules and solicited comments on the seven rules—Funding Portal Rules 100, 110, 200, 300, 800, 900 and 12009—and related forms. The FINRA release is available here: http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p370743.pdf The proposed regulations are available here: http://www.finra.org/web/groups/industry/%40ip/%40reg/%40notice/documents/industry/p369763.pdf
FINRA posted today an investor alert that highlights risks relating to private placements. The alert summarizes the differences between private placements and registered offerings, and underscores FINRA’s concerns about fraud and sales abuse, long holding periods and lack of issuer information. This alert was issued six days prior to the effectiveness of amendments lifting the… Continue Reading
In an earlier post, we commented on some considerations for issuers and their advisers in respect of offerings made in reliance on Rule 506 after September 23, 2013. Broker-dealers that are serving as financial intermediaries or placement agents in connection with private offerings also should plan ahead and take into account that, with the effective… Continue Reading
The new SEC “bad actor” provisions of Rule 506(d) become effective on September 23, 2013. Investment banks, which monitor FINRA compliance by their professionals, must ensure that their compliance systems capture all the potentially new requirements of Rule 506(d). The FINRA disclosure obligations of Forms U4 and U5 are more extensive than the Rule 506(d)… Continue Reading
In its continuing quest to improve member firm due diligence in private placements, thereby enhancing investor protections (See our posts on July 7, July 24 and August 6, 2013), on August 19, 2013, FINRA issued Regulatory Notice 13-26 about the updated Private Placement Form (a copy of which is attached to the Notice) that firms… Continue Reading
Private placements and the due diligence obligations of broker-dealers in such transactions have recently come under increased scrutiny from FINRA as part of a broader trend reflected most notably in the filing requirements for private placements that went into effect on December 3, 2012 (FINRA Rule 5123). This trend of increased scrutiny also is likely… Continue Reading
Earlier this year, FINRA announced that the policing of private placements would be its regulatory priority for 2013. However, FINRA enforcement actions relating to private placements have been dramatically increasing since 2010, as the chart below indicates. With the adoption of FINRA Rule 5123 (requiring broker-dealers to file with FINRA copies of offering documents used… Continue Reading
In prior posts, we have noted that the relaxation of the ban on general solicitation in no way relieves certain registered entities of their obligations to comply with regulations related to advertising or promotional materials. In fact, relying on general solicitation will create new compliance hurdles for registered entities. For example, registered broker-dealers must comply… Continue Reading
This week, the SEC approved long-awaited amendments relaxing the prohibition against general solicitation, as required under Title II of the JOBS Act. These amendments will liberalize the ability of broker-dealers to advertise and market private placements by removing the prohibition against general solicitation in offerings conducted pursuant to new Rule 506(c). However, following the effective… Continue Reading
In its upcoming July 11th meeting, FINRA will consider a proposal to solicit comment via Regulatory Notice on proposed rules and related forms governing funding portals pursuant to Title III of the JOBS Act. See the FINRA release: http://www.finra.org/Industry/Regulation/Guidance/CommunicationstoFirms/P292644.
On June 20, 2013, FINRA filed an immediately effective amendment to Rule 5123, Private Placements of Securities, to codify the requirement that members provide the required information by using the electronic Private Placement Form and filing it via FINRA Firm Gateway (see FINRA Regulatory Notice 12-40). FINRA also proposed, effective immediately, that the Form include additional due-diligence information, to… Continue Reading
FINRA’s sweeping overhaul of its rules governing communications with the public become effective today. The new rules and guidance, which the SEC approved last year, are likely to keep compliance officers busy for quite some time. The revisions simplify some rules, but also create new compliance challenges. Most significant, FINRA reduced the number of categories… Continue Reading
FINRA recently posted two updates to its Private Placement Filing Requirements FAQs. http://www.finra.org/Industry/Compliance/RegulatoryFilings/PrivatePlacements/FAQ/index.htm?utm_source=MM&utm_medium=email&utm_campaign=Weekly_Update_012313_FINAL#1-4. In the first update, FINRA clarified that the Rule 5123 filing obligation applies to private placements to any individual accredited investor, which includes officers, directors and general partners of the issuer (Rule 510(a)(4)) and entities in which all the equity owners are… Continue Reading
As we noted, last month FINRA’s Board of Governors authorized FINRA to issue an interim form to seek essential information from prospective funding portals intending to apply for membership with FINRA pursuant to the JOBS Act. FINRA has now announced the availability of the Interim Form for Funding Portals (“IFFP”), which is an online form… Continue Reading
In a recent update regarding the last meeting of the FINRA Board of Governors (see http://www.finra.org/Industry/Regulation/Guidance/CommunicationstoFirms/P197425), FINRA noted that the Board had authorized FINRA to issue an interim form to seek essential information from prospective funding portals intending to apply for membership with FINRA pursuant to the JOBS Act. Funding portals would file the interim… Continue Reading
Earlier this week, FINRA Rule 5123 relating to private placements became effective, and FINRA released a set of FAQs (see http://www.finra.org/Industry/Compliance/RegulatoryFilings/PrivatePlacements/FAQ/index.htm) to provide market participants with additional guidance. The FAQs clarify that only private placements that are made to institutional accredited investors are exempt from the filing requirements, while those made to accredited investors that… Continue Reading
As we previously reported, FINRA amended its rules relating to research in order to bring them in line with the changes brought about by the JOBS Act. The SEC approved the FINRA rule changes, and earlier this week, FINRA published Notice 12-49, available here http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p196166.pdf.
FINRA has filed with the SEC a proposed rule change to amend FINRA’s rules relating to research in order to bring them in line with the JOBS Act and the SEC Staff’s FAQs addressing research. The proposed FINRA rule change would modify NASD Rule 2711 and NYSE Rule 472. Arranging and Participating in Communications: The… Continue Reading
We have previously written about FINRA Rule 5123 (see http://www.mofo.com/files/Uploads/Images/120615-FINRA-Rule-5123.pdf) which will apply to private placements in which a FINRA member firm participates. On September 5th, FINRA announced that the rule will become effective on December 3, 2012 for offerings commencing after such date. See the full notice at http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p163707.pdf FINRA Rule 5123 applies to… Continue Reading
Today, FINRA published Notice 12-34 requesting public comment on the scope of FINRA regulation that would be appropriate for member firms active in crowdfunding offerings. This is a welcome request, as it confirms FINRA’s role as the SRO with oversight over funding portals (which are not broker-dealers), and also seems to recognize that regulation of funding portals should… Continue Reading