Corporate Financing

FINRA’s Corporate Financing Department reviews public and private securities offerings in which FINRA firms will participate. FINRA’s review of public offerings complements the SEC’s registration process for issuers and provides firms with guidance on fair and reasonable underwriting arrangements.

The private placements review program provides added regulatory oversight when firms participate in offerings of unregistered securities to individual investors.

FINRA Corporate Financing Rules

These FINRA rules regulate firms in public offerings and private placements of securities.

  • Rule 5110: Corporate Financing Rule – Underwriting Terms and Arrangements. This rule regulates compensation to firms and associated persons participating in public offerings.
  • Rule 5121: Public Offerings of Securities with Conflicts of Interest. This rule regulates firms and associated persons in the distribution of equity and debt offerings if a conflict of interest arises.
  • Rule 5122: Private Placement of Securities Issued by Members. This covers certain disclosure and filing requirements of firms and associated persons in the private placement of the firm’s own securities.
  • Rule 5123: Private Placement of Securities. This rule regulates the filing with FINRA of private placement memorandums, term sheets or other offering documents.
  • Rule 2310: Direct Participation Programs. This applies to direct participation program offerings and states that underwriting compensation from any source may not exceed FINRA guidelines.

Find below information on regulatory filing systems for Corporate Financing and Regulatory Notices.

Titlesort descendingTypeDate
Regulatory Notice 13-26
FINRA Updates Form for Filing Private Placements of Securities Pursuant to FINRA Rules 5122 and 5123
Regulatory Notice 12-40
SEC Approves New FINRA Rule 5123 Regarding Private Placements of Securities
Regulatory Notice 12-22
New Electronic Filing System for Public Offering Filings
Regulatory Notice 10-22
Obligation of Broker-Dealers to Conduct Reasonable Investigations in Regulation D Offerings
Regulatory Notice 09-27
SEC Approves New FINRA Rule 5122 Relating to Private Placements of Securities Issued by a Member Firm or a Control Entity