Retail Communications Concerning Private Placement Offerings

Attend this session to hear helpful tips on complying with FINRA Rule 2210, Communications with the Public when creating, reviewing, approving, distributing or using retail communications concerning private placement offerings. Join panelists as they share helpful tips in identifying red flags in third-party prepared materials, the use of forecasts of issuers operating metrics, and distribution rates. Panelists also explain the process for filing offering documents, including retail communications, with FINRA.

Launch Conference Panel

Retail Communications Concerning Private Placement Offerings Panelist Bios:

Moderator:

Amy C. Sochard is Vice President of FINRA's Advertising Regulation Department. The department helps protect investors by ensuring members of FINRA use advertisements, social media posts, and other communications that are fair, balanced, and not misleading. Ms. Sochard oversees the department's regulatory review programs and business operations, including the development of technology to facilitate the review of communications. Ms. Sochard provides expertise and policy guidance to other FINRA departments concerning FINRA, SEC, MSRB and SIPC rules pertaining to communications with the public. She also oversees the development of new rules, published guidance, and interpretations regarding communications, and she routinely speaks at industry events on these topics. Prior to joining FINRA, Ms. Sochard worked with a real estate syndication firm in Washington, DC. She received a bachelor's degree with distinction in English from the University of Virginia and studied poetry writing at Columbia University.

Speakers:

Kimberly Flanders is Associate Director in FINRA's Advertising Regulation Department. Her chief responsibility is managing staff members dedicated to the review of matters involving complex products and novel regulatory concerns. Ms. Flanders joined FINRA (f/k/a NASD) in March 1995 as an examiner in the Enforcement Department. She joined the Advertising Regulation Department in March 1996. In January 2001, Ms. Flanders joined Bisys Services as a senior advertising regulation consultant. Ms. Flanders returned to the Advertising Regulation Department in September 2001. Prior to joining FINRA, she was an investigator with the Resolution Trust Corporation. Ms. Flanders received a B.A. from the University of Georgia.

Ira Gluck is Director in FINRA's Advertising Regulation Department. In this role, he works on rulemaking and policy issues and is responsible for the Department's complex review and spot-check programs. Mr. Gluck's previous positions within FINRA included leading the Emerging Regulatory Issues team as well as heading the Strategic Initiatives Group in FINRA's Enforcement Department. He also served in various investigative and management roles in the Enforcement and Member Regulation Departments of NASD before its 2007 consolidation with NYSE Member Regulation, which resulted in the formation of FINRA. Mr. Gluck received his bachelor's degree from the University of Pennsylvania and completed both a master's degree and M.B.A. at the University of California, Irvine.

Minh Q. Le is Director of FINRA's Corporate Financing Department. He has more than 20 years of experience in the regulation of public and private offerings. Currently, Mr. Le manages the department's Private Placement Review program which conducts regulatory oversight of broker-dealer participation in retail private offerings. In addition to overseeing the review and investigation program, Mr. Le's duties include developing policy and providing guidance on corporate financing and other capital-raising related issues. Mr. Le also routinely provides subject matter expertise to FINRA's Examination and Enforcement staffs. Building on this experience, Mr. Le has served as a member on each of FINRA's Regulatory Specialist committees for Public Offerings, Private Placements, and Non-traded Direct Participation Programs (DPP) and Real Estate Investment Trusts (REIT), and was a member of FINRA's Risk Assessment Committee. For the past 18 years, he has been a member of FINRA's Sales Rep and DPP/REIT Qualifications Committees. Prior to his involvement in developing FINRA's private placement rules and the filing program, Mr. Le was a manager in the department's Public Offerings Review program, which is responsible for regulating underwriting terms and arrangements in public offerings. He also handled interpretive and exemption requests made to the department. Mr. Le graduated from the University of Maryland, attended the Wharton Institute of Executive Education, and is a Certified Regulatory and Compliance Professional^®.

Resources:

• Advertising Regulation Webpage
• FINRA Regulatory Notice 20-21: FINRA Provides Guidance on Retail Communications Concerning Private Placement Offerings (July 2020)
• FINRA Regulatory Notice 17-17: FINRA Updates Private Placement Filer Form Pursuant to FINRA Rules 5122 and 5123 (April 2017)
• FINRA Regulatory Notice 13-26: FINRA Updates Form for Filing Private Placements of Securities Pursuant to FINRA Rules 5122 and 5123 (August 2013)
• FINRA Regulatory Notice 13-18: FINRA Provides Guidance on Communications With the Public Concerning Unlisted Real Estate Investment Programs (May 2013)
• FINRA Regulatory Notice 12-40: SEC Approves New FINRA Rule 5123 Regarding Private Placements of Securities (December 2012)
• FINRA Regulatory Notice 10-22: Obligation of Broker-Dealers to Conduct Reasonable Investigations in Regulation D Offerings (April 2010) 
• FINRA Rule 5123. Private Placements of Securities
• FINRA Rule 5122. Private Placements of Securities Issued By Members 
• FINRA Rule 2210. Communications with the Public