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 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
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
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
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
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
FINRA has announced the adoption of the new Capital Acquisition Broker (CAB) rules. CABs, which will be able to act as brokers for merger and acquisition transactions and agents in private placements to institutional...more
In August 2016, the SEC approved FINRA’s proposal to permit firms conducting only enumerated corporate financing activities (“capital acquisition brokers” or “CABs”) to operate under a more limited FINRA rule set, a move...more
On August 18, 2016, the US Securities and Exchange Commission (SEC) approved a new Financial Industry Regulatory Authority (FINRA) rule series intended as a “lite” framework for the registration and regulation of brokers that...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
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
Readers of this blog are familiar with the recent regulatory changes that have created new possibilities for non-registered capital raises in the U.S.: general solicitations in Regulation D offerings, Regulation A+,...more
Private placement offerings are an increasingly active part of the securities business. One especially complicated and emerging area of private placements is the EB-5 Investor Visa Regional Center Program. Under the current...more
In the Summer 2014 issue of the PE Newsletter we reviewed a private placement platform set up by ACE Portal, in partnership with the New York Stock Exchange, to facilitate the private placement of securities by issuers. The...more
One January 6, the Financial Industry Regulatory Authority issued its annual letter to FINRA member firms outlining FINRA’s regulatory and examination priorities for the coming year....more
FINRA Highlights Member Examinations Focus for 2015 - The Financial Industry Regulatory Authority issued its annual letter to broker-dealers setting forth its regulation and examination priorities for the new year....more
On January 6, 2015, FINRA released its 10th annual Regulatory and Examinations Priorities Letter in which it identified key areas of focus for FINRA investigations for 2015. Since the approval of FINRA Rule 5123 on June 7,...more
FINRA opened 2015 with a lengthy and ambitious agenda of regulatory priorities. This year’s Regulatory and Examination Priorities Letter is much longer than those issued the last two years, and repeats many of those years’...more
Earlier this week, FINRA published its annual priorities letter. Again, FINRA includes among the areas of concern private placements. FINRA cites particular issues relating to inadequate due diligence by broker-dealers in...more
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...more