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ARTICLE · 18 DECEMBER 2012

FINRA Issues Guidance For Private Placement Filings

Morrison Foerster
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On December 3, 2012, FINRA’s new Rule 5123 went into effect.

United StatesFinance and Banking
Nilene Evans
Nilene Evans
Hillel Cohn
Hillel Cohn
Anna Pinedo
Anna Pinedo
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On December 3, 2012, FINRA's new Rule 5123 went into effect.1 The Rule requires members selling securities issued by non-members in a private placement to file the private placement memorandum, term sheet or other offering documents with FINRA within 15 days of the date of the first sale of securities, or indicate that there were no offering documents used. In connection with the effectiveness of the Rule, FINRA issued frequently asked questions (the "Private Placement FAQs") on the process as well as rolled out the Private Placement Filing System in the FINRA Firm Gateway.

Private Placement FAQs

The Private Placement FAQs are a mix of technical filing requirements and substantive guidance. The technical questions address how firms gain access to the Private Placement Filing System, the use of third parties, such as law firms and consultants, to make the required filings, the requirement that offering documents be filed in searchable PDF format, and the maximum

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