FINRA Rule 5123 Amendment

On June 20, 2013, FINRA filed an immediately effective amendment to Rule 5123, Private Placements of Securities, to codify the requirement that members provide the required information by using the electronic Private Placement Form and filing it via FINRA Firm Gateway (see FINRA Regulatory Notice 12-40). FINRA also proposed, effective immediately, that the Form include additional due-diligence information, to the extent known by the member, concerning the offering, the issuer and its management, but would permit members to respond "unknown" if the member's diligence had not revealed such information. Therefore, in FINRA's view, the additional obligations do not impose any obligation on broker-dealers to seek out information that they do not already have, while assisting FINRA in fulfilling its regulatory responsibilities by providing critical information regarding the nature of the offering, involved parties and the member's role in offering the securities. In our