Regulatory Notice 16-08

Private Placements and Public Offerings Subject to a Contingency

Executive Summary

FINRA’s review of securities offering documents has revealed instances in which broker-dealers have not complied with the contingency offering requirements of Rules 10b-9 and 15c2-4 under the Securities Exchange Act of 1934 (SEA). FINRA is publishing this Notice to provide guidance regarding the requirements of SEA Rules 10b-9 and 15c2-4 and to remind broker-dealers of their responsibility to have procedures reasonably designed to achieve compliance with these rules.

Questions regarding this Notice should be directed to:

  • Joseph E. Price, Senior Vice President, Corporate Financing/AdvertisingRegulation, at (240) 386-4623;
  • Paul Mathews, Vice President, Corporate Financing, at (240) 386-4639; or
  • Josh Bandes, Senior Investigator, Corporate Financing, at (240) 386-5431.