This Note discusses the role of the Financial Industry Regulatory Authority (FINRA) in SEC-registered securities offerings. The discussion includes a review of the types of offerings that are affected and the role of counsel when making FINRA filings and managing the FINRA review process (focusing on the process in the context of an IPO). This Note discusses common issues in the process, including analyzing underwriting compensation and arrangements under FINRA Rule 5110 (the corporate financing rule) and underwriter conflicts of interest under Rule 5121 (the prominent disclosure and QIU rule).