SEC Approves FINRA Changes to Rule 5122 and FINRA Rule 5123

June 15th | 2021

On June 9, 2021, the SEC approved FINRA’s proposal to amend FINRA Rule 5122 ("Private Placements of Securities Issued by Members") and FINRA Rule 5123 ("Private Placements of Securities") to require that members who offer such securities file retail communications concerning the offering with FINRA’s Corporate Financing Department. Examples of these retail communications can include web pages that promote the offering, slide presentations, pitch decks, one-page 'teasers,' fact sheets, sales brochures, executive summaries, and investor packets. Thus, the changes require filing of retail communications in addition to the currently required PPMs, term sheets, and other offering documents.

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