agosto 07 2023

Private Placements: Complying With Securities Exemptions and FINRA Guidance


The Financial Industry Regulatory Authority, Inc. (“FINRA”) recently issued Regulatory Notice 23-08 which provides supplemental and updated guidance for FINRA members conducting private placements of securities. The notice reminds FINRA members of their obligations in light of changes in the legal and regulatory framework since FINRA published Regulatory Notice 10-22 in 2010. There has been significant increased reliance on private placements rather than registered offerings for capital raising since FINRA issued the 2010 notice. FINRA’s new notice notes that while these changes have increased funding opportunities for issuers and investment options for investors, private offerings may present certain risks to investors.

Our session will address the following topics:

  • Discussion of FINRA’s private placement filing requirements and applicable filing exemptions;
  • Overview of FINRA’s communication rules;
  • Due diligence requirements for private placements, including Reg BI;
  • Enforcement trends and actions by FINRA;
  • Recommendations, red flags and areas of improvement for brokers; and
  • Legal documentation and process matters.

For more information, please visit the event website.

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