On February 25, 2022, the Securities and Exchange Commission (“SEC”) voted to amend the Consolidated Audit Trail (“CAT”) and Regulation SHO, as well as to propose new rules that would require expansive short sale reporting. In a statement, SEC Chair Gary Gensler indicated that these proposals were important for the SEC to “address future market
FINRA Publishes 2022 Report on Its Examination and Risk Monitoring Program
FINRA adds new topics for 2022 and new material to previously covered topics.
On February 9, 2022, the Financial Industry Regulatory Authority, Inc. (“FINRA”) published its 2022 Report on FINRA’s Examination and Risk Monitoring Program (the “Report”). FINRA intends for the Report to be an up-to-date, evolving resource for firms that may help inform their
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),
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
Private Placement Filer Form
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
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
SEC Division of Examinations Risk Alert: New SEC Leadership Continues Focus on Examinations Related to Digital Asset Securities
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 Proposes to Amend Rules 5122 and 5123
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,
FINRA Proposes a Retail Communication Filing Requirement for Private Placements
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