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FINRA Releases FAQs on Public Offering Review
Practical Law Legal Update 1-523-8869 (Approx. 3 pages)
FINRA Releases FAQs on Public Offering Review
by PLC Corporate & Securities
| Published on 30 Jan 2013 • USA (National/Federal) |
FINRA has released a set of FAQs relating to its review of public securities offerings.
FINRA has released a set of frequently asked questions relating to FINRA Rules 5110 and 5121 and other issues arising in its review of public securities offerings. These questions cover a variety of topics including:
- Exemptions to the lock-up requirements under the Corporate Financing Rule (Rule 5110).
- Calculating underwriting compensation under the Corporate Financing Rule.
- Disclosure requirements under the Corporate Financing Rule.
- Exemptions and disclosure requirements under the Conflicts of Interest Rule (Rule 5121).
- Direct participation programs and REITs.
- Details of the FINRA Public Offering System filing process.
In particular, the FAQs discuss:
- Treatment and valuation of rights of first refusal.
- Logistical issues in making Public Offering System filings when an offering involves confidential SEC filings and paying FINRA filing fees when an offering is using FINRA's Same Day Clearance system.
For more information on FINRA review of public securities offerings, see Practice Note, FINRA and Securities Offerings: The Road to No Objections.