Comments on Notice to Members 07-27

July 13, 2007 

 

Comments on proposed rule:

• Written "PPMs" are not appropriate in every deal. With institutional investors, they often want to see a PowerPoint and move quickly to their own due diligence.
• If written PPMs are mandated, they should be limited to deals that are being shown to the investing public (i.e. non-institutional and non-corporate)
• If the requirement is passed, it should be limited to equity raises and specifically should exclude senior debt (taking a PPM to a bank or other specially lending institution makes no sense).
• An institutional capital raise exclusion is essential, as neither industry practice nor the needs/desires of the investors/lenders are protected/served buy creating formal disclosures where the investor is sophisticated and has access to company information through the due diligence process.
• The pre-filing requirements are unduly burdensome and will hinder capital raises for clients that need to approach the market quickly
• Filing and review of PPMs is likely to create an unnecessary strain on and bureaucracy at the NASD that will inhibit members ability to do business

Todd Anders