Tag Archives: Private Placements

Accredited Investor Definition Updated by SEC

The Securities and Exchange Commission (“SEC”) has adopted amendments to update the definition of “accredited investor” in the SEC’s rules, and the definition of “qualified institutional buyer” in Rule 144A under the Securities Act of 1933 (“Securities Act”).  The proposed amendments are intended to update and improve the definitions to identify more effectively institutional and … Continue reading Accredited Investor Definition Updated by SEC

FINRA Updates Private Placement Filer Form

In an attempt to collect more information on private placement activity, the Financial Industry Regulatory Authority (“FINRA”) has updated the private placement filer form that member firms must use to file offering documents and information pursuant to FINRA Rules 5122 (Private Placements of Securities Issued by Members) and 5123 (Private Placements of Securities) (the “Filer … Continue reading FINRA Updates Private Placement Filer Form

Effective Date for Use of Updated FINRA Private Placement Filer Form

The updated Financial Industry Regulatory Authority (“FINRA”) Private Placement Filer Form required by member firms to file offering documents and information pursuant to FINRA Rules 5122 (Private Placements of Securities Issued by Members) and 5123 (Private Placements of Securities) (Filer Form) will be required to be utilized on the FINRA Firm Gateway beginning on May … Continue reading Effective Date for Use of Updated FINRA Private Placement Filer Form

FINRA Updates Private Placement Filer Form

In an attempt to collect more information on private placement activity, the Financial Industry Regulatory Authority (“FINRA”) has updated the private placement filer form that member firms must use to file offering documents and information pursuant to FINRA Rules 5122 (Private Placements of Securities Issued by Members) and 5123 (Private Placements of Securities) (the “Filer … Continue reading FINRA Updates Private Placement Filer Form

FINRA Gives Additional Guidance on Contingency Offerings

The Financial Industry Regulatory Authority’s  (FINRA) review of securities offering documents has revealed a large number of instances in which broker-dealers have not complied with requirements of Rules 10b-9 and 15c2-4 under the Securities Exchange Act of 1934 (SEA) as they relate to contingency offerings.  FINRA published Regulatory Notice 16-08 to provide guidance regarding the … Continue reading FINRA Gives Additional Guidance on Contingency Offerings

Substantive Pre-Existing Relationships Possible in On-Line Private Placements

On August 6, 2015, the Securities and Exchange Commission (SEC) issued a No Action Letter to Citizen VC, Inc. (CVC) that appears to have further loosened the prior No Action Letter guidance provided by the SEC related to the ban on general solicitation and the creation of substantive pre-existing relationships in private placements. Counsel for … Continue reading Substantive Pre-Existing Relationships Possible in On-Line Private Placements

FINRA Comment Letter – Rule 5122 Member Participation in Private Placements

FINRA Comment Letter – Rule 5122 Member Participation in Private Placements On January 11, 2011, the Financial Industry Regulatory Authority (FINRA) published Regulatory Notice 11-04 (Regulatory Notice) seeking comments on its proposal to amend its rules governing member participation in private placements through a proposed amendment to FINRA Rule 5122 (Proposed Rule Amendment”). As stated by … Continue reading FINRA Comment Letter – Rule 5122 Member Participation in Private Placements

Private Placement Due Diligence and FINRA Anti-Fraud Enforcement

The Financial Industry Regulatory Authority (FINRA) has recently noted significant market abuses in the sale of private placements by member firms. These abuses include fraud and sales practices directly related to the marketing of Regulation D offerings, including the delivery of private placement memoranda and sales materials to investors that contained inaccurate statements or omitted information … Continue reading Private Placement Due Diligence and FINRA Anti-Fraud Enforcement