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Head’s Up for Broker Dealers Conducting Private Placements

Published December 13, 2010

According to the FINRA Website, the FINRA Board of Governors took action regarding various rulemaking items at its December 8, 2010, meeting.  The following was announced with respect to private placements:

Private Placements
The Board considered proposed amendments to expand FINRA Rule 5122 (Private Placements of Securities Issued by Members) to govern all private placements in which a member firm participates (subject to limited exceptions). The fundamental elements of the rule—disclosure, filing requirements and limitations on the use of offering proceeds—have broad applicability to private placements, and are not only pertinent when a firm offers its own securities (or those of certain affiliates).  Expanding the rule would extend investor protections and regulatory oversight to a broader range of private placements. The proposal retains all current exemptions, except the one pertaining to when a broker-dealer acts primarily in a wholesaling capacity.  (Emphasis Added).

The Board authorized staff to issue a Regulatory Notice requesting comment on the rule proposal.

We will post another blog entry when the Regulatory Notice is issued.

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