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