On July 24, 2026, the Securities and Exchange Commission (the “SEC”) approved the Financial Industry Regulatory Authority, Inc.’s (“FINRA”) proposed amendments to FINRA Rules 5110 and 5123, which were filed with the SEC in January 2026 as part of FINRA’s Forward initiative to modernize the capital formation process.
As discussed in our prior post from…
Webinar | August 6, 2026
1:00 p.m. – 2:00 p.m. EDT
Register here.
The institutional private placement market has experienced continued and rapid growth in recent years, with new market participants playing a more significant role. In this session, we will discuss how investment grade debt private placements differ from bank debt as well…
In May 2026, FINRA’s Corporate Financing Department launched a new Private Placement Information page that makes selected information from private placement filings publicly available. The data is derived from Rule 5122 and Rule 5123 filings and will be updated periodically. Historically, information collected through FINRA’s private placement filing program was treated as confidential and used…
Hybrid | March 5-6, 2026
Register here.
Join us at the Practising Law Institute’s Private Placements and Hybrid Securities Offerings 2026 conference.
This annual event provides an overview of the legal framework applicable to exempt offerings, this year focusing on SEC staff guidance on private placements and exempt offerings. The second half of the program focuses…
On January 23, 2026, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) issued not one, but two, sets of changes to their Compliance and Disclosure Interpretations (“CDIs”). In this second set of CDIs, the Staff updated and removed certain guidance to reflect current rules and regulations, notably Securities Act Rule 152, which…
In December 2025, the Financial Industry Regulatory Authority, Inc. (“FINRA”) published its 2026 Annual Regulatory Oversight Report (the “Report”). The Report includes a focused discussion of private placements, highlighting areas that continue to draw attention from FINRA’s Member Supervision, Market Oversight and Enforcement teams.
FINRA reiterates that recommendations of private placements to retail investors trigger…
On this blog, we have commented quite a number of times regarding a number of trends affecting our capital markets—many of which have been a factor since the early 2000s and which have become more pronounced since the adoption of the Sarbanes-Oxley Act and related reforms. For example, we have noted the decline in the…
