Client Alert

The Financial Industry Regulatory Authority, Inc. recently announced the new FINRA Rule 5123 will be effective December 3, 2012. The new rule requires FINRA member firms to file copies of any offering documents used in non-public offerings of securities. The new rule includes several key exemptions, such as offerings solely to certain institutional investors, very high net worth individuals and employees as well as offerings made pursuant to Rule 144A under the Securities Act of 1933. 

New FINRA Rule 5123 requires each FINRA member that sells a security in a non-public offering in reliance on a Securities Act registration exemption to:

  •  file with FINRA a copy of any private placement memorandum, term sheet or other offering document used in connection with such a sale within 15 calendar days of the date of first sale or

  •  indicate to FINRA that no such offering documents were used. 

Relevant Documents

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