Regulatory Notice 14-22

SEC Approves Amendments to FINRA Rule 5110 to Permit Termination Fees and Rights of First Refusal

Effective Date: May 15, 2014

Executive Summary

The SEC approved amendments to FINRA Rule 5110 (Corporate Financing Rule—Underwriting Terms and Arrangements) to expand the circumstances in which termination fees and rights of first refusal are permissible; exempt from the filing requirements certain collective investment vehicles that are not registered as investment companies; and make clarifying, nonsubstantive changes regarding documents filed through FINRA’s electronic filing system. The amendments become effective May 15, 2014.

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

Questions concerning this Notice should be directed to:

  • Paul Mathews, Vice President, Corporate Financing, at (240) 386-4623;
  • James S. Wrona, Vice President and Associate General Counsel, Office of General Counsel (OGC), at (202) 728-8270;
  • Kathryn M. Moore, Associate General Counsel, OGC, at (202) 728-8200.