Regulatory Notice 10-47

SEC Approves Consolidated FINRA Rule on the Sale of Securities in a Fixed Price Offering

Effective Date: February 8, 2011

The SEC approved FINRA’s proposed rule change to adopt a new rule governing fixed price offerings for the consolidated FINRA rulebook (the Consolidated FINRA Rulebook). The new rule—FINRA Rule 5141—protects the integrity of fixed price offerings by ensuring that securities in such offerings are sold to the public at the stated public offering price or prices. The new rule is based in part on, and replaces, provisions in the NASD Rules.

The text of the new rule is set forth in Attachment A.

The rule change takes effect on February 8, 2011.

Questions concerning this Notice should be directed to:

  • Adam H. Arkel, Assistant General Counsel, Office of General Counsel (OGC), at (202) 728-6961; or
  • Gary L. Goldsholle, Vice President and Associate General Counsel, OGC, at (202) 728-8104.