The Mayer Brown “Deciding Among Exempt Offering Alternatives” comparison chart is now updated to reflect the amendments to various offering exemptions that became effective in 2021. In one easy-to-read presentation, issuers and financial intermediaries can compare the elements of ten different exempt offering alternatives. The chart covers, among other things, dollar limits, filing
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). The FAQs discuss filing retail communications relating to private placements, including where to file such communications, whether updated versions of retail communications need to be refiled, when to file,
The Social Media Guide: Social Media Compliance for Issuers, Broker-Dealers, & Investment Advisers
You are an issuer, investment adviser, or broker-dealer. You want to communicate to the public about securities. Should you (a) type a letter and drop it in the mailbox; (b) chisel out a prospectus on two stone tablets; or (c) use social media?
If you chose (c),
What’s the Deal? – Section 3(a)(2) Bank Note Programs
If you walk like a bank and talk like a bank, are you really a “bank”? What are Section 3(a)(2) bank note programs, and which issuers are eligible to use them? Why do national banks exempt from registration under the Securities Act still have to follow the OCC’s securities offering disclosure rules? Find the answers
Market Trends 2020/21: Medium-Term Note Programs
This practice note examines recent market trends regarding medium-term note programs (MTN programs), providing an overview of the market in 2020 and 2021 with a focus on general deal structure and process, and disclosure trends.
Read the full article here.
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 recommend private placement offerings. FINRA Rule 5122 covers private placements of securities issued by a FINRA member, while Rule
Is today a Business Day?
Is today a Business Day? Good question, depends who you ask.
The SEC’s EDGAR filing system is closed today for the Juneteenth Holiday. Because today is a federal holiday, today will not count as a business day in the filing periods in Rule 424(b) under the Securities Act. This is also helpfully noted in the
On point. – General Solicitation and General Advertising
Rule 502(c) of the Securities Act of 1933, as amended (the “Securities Act”), prohibits an issuer from offering or selling securities by any form of general solicitation or general advertising when conducting certain offerings exempt from registration under the safe harbors provided under Regulation D of the Securities Act. Many have felt that, over the
On Point. – Bad Actor Disqualification Provisions of Regulation A, Regulation CF and Regulation D
As part of the Securities and Exchange Commission’s amendments to the exempt offering framework, which amendments became effective in March 2021, the SEC, among other things, aligned the bad actor disqualification provisions in Regulation A, Regulation D, and Regulation CF. Our updated resource provides an overview of the bad actor disqualification provisions applicable in connection
The New York LIBOR Legislative Solution Becomes Law
On April 7, 2021, the proposed New York “legislative solution” for legacy USD LIBOR contracts became Article 18-C of the New York General Obligations Law. Article 18-C is primarily aimed at USD LIBOR contracts, securities or instruments (e.g., floating rate notes (“FRNs”), loans, securitizations and mortgages) with the 2006 ISDA Definitions LIBOR fallbacks,