FINRA Rule 5123 Filing Requirements for Certain Private Placements Effective from December 3, 2012 | Practical Law

FINRA Rule 5123 Filing Requirements for Certain Private Placements Effective from December 3, 2012 | Practical Law

New FINRA Rule 5123, requiring notice filings for certain private placements, becomes effective Monday, December 3, 2012.

FINRA Rule 5123 Filing Requirements for Certain Private Placements Effective from December 3, 2012

by PLC Corporate & Securities
Published on 28 Nov 2012 • USA (National/Federal)
New FINRA Rule 5123, requiring notice filings for certain private placements, becomes effective Monday, December 3, 2012.
Effective Monday, December 3, 2012, FINRA member firms participating in certain private placements must make electronic notice filings (including copies of the offering documents, if any) under FINRA Rule 5123 using the new FINRA Firm Gateway system. Subject to certain exemptions, new FINRA Rule 5123 requires each FINRA member that sells an issuer's securities in a private placement to either:
  • File with FINRA a copy of any private placement memorandum, term sheet or other offering document the firm used within 15 days of the date of first sale.
  • Indicate that it did not use any offering documents in the private placement.
Also effective December 3, 2012, member firms must submit their FINRA Rule 5122 filings for private placements of securities issued by member firms or their control affiliates using the new FINRA Firm Gateway system.
For more information, including the extensive exemptions under Rule 5123, see Legal Update, SEC Approves FINRA Rule 5123 Requiring Notice Filings in Certain Private Placements and Practice Note, Section 4(2) and Regulation D Private Placements: FINRA Rule 5123 Requiring Notice Filings for Certain Private Placements.