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Last week, the updated form to be used by placement agents in connection with private placements that is required to be filed with FINRA pursuant to Rule 5123 became effective.  As we had previously blogged, FINRA has amended the filer form in connection with private placements by adding additional questions.  In addition, the updated…

PLI’s Private Placements and Hybrid Securities Offerings 2021

April 19 – 20, 2021 Webinar
Register here.

Mayer Brown invites you to the Practising Law Institute’s Private Placements and Hybrid Securities Offerings 2021 virtual conference.

Private Placements and Hybrid Securities Offerings 2021 will focus on the changes to the exempt offering rules, including the changes…

On February 26, 2021, the US Securities and Exchange Commission’s (“SEC”) Division of Examinations published a risk alert in connection with the offer, sale, and trading of digital assets that are securities. The risk alert provides observations made by Division of Examinations staff during examinations of broker-dealers, investment advisers, exchanges, and transfer agents. The risk…

FINRA filed with the Securities and Exchange Commission (SEC) proposed amendments to the private placement filer form that members complete in connection with private placement filings made pursuant to either Rule 5122 or Rule 5123.  The proposed changes to the filer form are proposed for immediate effectiveness, with an anticipated implementation date of May 22,…

Financial Industry Regulatory Authority, Inc. (“FINRA”) Rules 5122 (private placements of securities issued by member firms) and 5123 (private placements of securities) each require a FINRA member to file with the FINRA advertising department any private placement memorandum, term sheet or other offering document that discloses the intended use of the offering proceeds, the offering…

The Securities and Exchange Commission will hold a roundtable discussion on October 26, 2020 that will focus on Regulation Best Interest and Form CRS.  The roundtable will discuss initial observations regarding implementation.  The published agenda, which is available here, includes various members of the SEC and FINRA staffs.  Interpretative questions may be submitted in…

In statements made at SIFMA’s Virtual Compliance and Legal Forum, FINRA Chief Executive Officer, Robert Cook, indicated that FINRA may be reconsidering aspects of its cycle examinations in light of the challenges presented by the COVID-19 pandemic. FINRA conducts between 1,500 and 2,000 risk-based cycle examinations annually to assess identified risks and controls and determine…

In a law journal note titled “The Seller’s Curse and the Underwriter’s Pricing Pivot:  A Behavioral Theory of IPO Pricing,” author Patrick Corrigan considers various theories advanced to explain IPO underpricing.  Given that so many venture and private equity investors are finding alternatives to the traditional IPO model, whether through direct listings or…

The Securities and Exchange Commission announced that it will hold a roundtable on October 26, 2020 during which the SEC staff and the FINRA staff will discuss their initial observations on Regulation Best Interest and Form CRS implementation.  The roundtable will include representatives from the SEC’s Office of Compliance Inspections and Examinations, Division of Trading…