Log in or register
Share on LinkedInShare on LinkedIn

ARTICLE · 19 JULY 2021

FINRA Adds Retail Communications To Private Placement Filing Requirements

Hogan Lovells Cadwalader
Hogan Lovells Cadwalader
Contributor
Hogan Lovells Cadwalader

Hogan Lovells Cadwalader

Hogan Lovells Cadwalader is a global law firm trusted by clients to deliver on complex, high-stakes...

View firm profile
Explore more from Hogan Lovells Cadwalader

FINRA adopted amendments to private placement filing requirements to require members to file retail communications related to an offering.

United StatesFinance and Banking
Hogan Lovells Cadwalader
Hogan Lovells Cadwalader
Author LinkedIn connections

FINRA adopted amendments to private placement filing requirements to require members to file retail communications related to an offering.

The amendments to FINRA Rule 5122 ("Private Placements of Securities Issued by Members") and FINRA Rule 5123 ("Private Placements of Securities") require that members who offer such securities file retail communications concerning the offering. FINRA clarified that the amendments are not applicable to offerings that are currently exempt from filing (e.g., sales exclusively to institutional accounts).

The amendments go into effect on October 1, 2021. Members will be required to file retail communications no later than the date on which Rules 5122 and 5123 require a member to file private placement offering documents.

We operate a free-to-view policy, asking only that you register in order to read all of our content. Please login or register to view the rest of this article.

Register for freeORLog in

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

View source

Related Articles

Legal Intelligence Newsletters: sign up for the latest legal and regulatory news on your chosen topics

Read more about

Related Comparative Guides

See more popular content from

Article

SEC Advances “Responsible Retailization” Through A Potential Accredited Investor Exam And Potential Regulated Fund Reforms

On September 30, 2026, the Securities and Exchange Commission (SEC) issued two rule proposals and five notices aimed at expanding investors’ access to private markets. The package would add ways to qualify as an accredited investor, including passing a new exam administered by the Financial Industry Regulatory Authority (FINRA), broaden performance-based compensation and modernize regulated funds, including interval funds and business development companies (BDCs).
United StatesFinance and Banking
Proskauer Rose LLP
Proskauer Rose LLP
Article

OCC Issues Examiner Framework For Banks’ Use Of Artificial Intelligence

The Office of the Comptroller of the Currency has released a new framework for evaluating banks' deployment of artificial intelligence and agentic AI systems in their business operations. This guidance establishes how examiners will assess AI through existing risk management disciplines rather than creating separate regulatory requirements, with review intensity scaled to each use case's potential consequences and level of human oversight.
United StatesFinance and Banking
Sheppard
Sheppard
Article

23x5 Trading Comes To US Exchanges: What Firms Should Know Before Launch

US national securities exchanges are preparing to launch 23x5 trading by December 6, 2026, marking the most significant expansion of trading hours in decades. This comprehensive analysis examines the regulatory approvals, operational infrastructure changes, investor protection mechanisms, and issuer considerations necessary to support overnight equity trading from Sunday through Thursday evenings.
United StatesFinance and Banking
WilmerHale
WilmerHale
Article

SEC Proposes Rule Amendments To Expand Retail Access To Private Markets

The SEC has proposed sweeping amendments to expand retail investor access to private market strategies, including changes to performance-based compensation rules for registered investment advisers and modernization of the interval fund framework. The proposals also explore new credential-based pathways for individuals to qualify as accredited investors, potentially opening private offerings to a broader pool of eligible participants.
United StatesFinance and Banking
Duane Morris LLP
Duane Morris LLP
Article

The Next Chapter Of Digital Accessibility: FCC Seeks Input On Modernizing Its Rules

The Federal Communications Commission is seeking public feedback on modernizing its accessibility framework to address rapid changes in consumer technology. The draft Notice of Proposed Rulemaking examines whether existing rules keep pace with today's communications marketplace or inadvertently hinder innovation in accessibility solutions.
United StatesMedia, Telecoms, IT, Entertainment
Hogan Lovells Cadwalader
Hogan Lovells Cadwalader
Article

New York City Rent Freeze Faces Legal Challenge As Court Considers Landlords’ Claims

Landlords of rent stabilized buildings in New York City have filed a lawsuit challenging the rent freeze passed by the Rent Guidelines Board, questioning the Board's independence and data integrity. With operating costs rising 31% over five years while the Board voted 7-1 for a freeze affecting 1 million apartments, the case raises critical questions about the balance between tenant protection and landlord viability.
United StatesReal Estate and Construction
Hogan Lovells Cadwalader
Hogan Lovells Cadwalader
Article

FCC Updates TCPA Consent Revocation Rules, Seeks Comment On Further Changes

The Federal Communications Commission has amended its TCPA consent revocation rules, introducing category-specific opt-outs for informational robocalls and allowing callers to designate exclusive revocation methods. The changes aim to balance consumer control with operational flexibility while addressing concerns about the previous "revoke all" requirement that could inadvertently block wanted communications like fraud alerts and security notifications.
United StatesMedia, Telecoms, IT, Entertainment
Hogan Lovells Cadwalader
Hogan Lovells Cadwalader
Article

ARPA-H To Expedite Clinical Trials With SURPASS And Other AI Related Programs

The U.S. Advanced Research Projects Agency for Health has launched SURPASS, a groundbreaking program designed to revolutionize clinical trial design through AI-powered simulations, real-time data analysis, and adaptive modifications. How will these innovations reshape pharmaceutical development timelines and maintain America's competitive position in the global drug development landscape?
United StatesFood, Drugs, Healthcare, Life Sciences
Hogan Lovells Cadwalader
Hogan Lovells Cadwalader
Article

FRB Vice Chair For Supervision Bowman Announces Five-Region Supervisory Structure And Further Regulatory Reforms

Federal Reserve Vice Chair Michelle Bowman has announced a major restructuring of the Federal Reserve's supervisory function into five regional divisions, moving away from the current twelve Reserve Bank district model. The reorganization aims to address accountability concerns identified in the Silicon Valley Bank failure review, while Bowman also previewed significant changes to regulatory thresholds, the large bank tailoring framework, and supervisory ratings.
United StatesFinance and Banking
Hogan Lovells Cadwalader
Hogan Lovells Cadwalader
Article

Aerospace And Defense Outlook 2026

The aerospace and defense sector faces unprecedented transformation driven by military conflicts, geopolitical competition, and government intervention reshaping program funding and structure across the United States and Europe. Companies are now expected to function as strategic partners in national security and technological leadership, operating within increasingly complex compliance environments while navigating expanded defense budgets, supply chain security requirements, and evolving procurement frame
United StatesGovernment, Public Sector
Hogan Lovells Cadwalader
Hogan Lovells Cadwalader