Corporate Financing
The Corporate Financing Department assists FINRA-regulated firms in complying with FINRA rules and federal securities laws by reviewing documents related to firms' capital-raising activities and arrangements. These services provide protections to investors and issuers by regulating underwriting terms and arrangements and addressing conflicts of interest when underwriters are affiliated with an issuer or receive significant portions of the proceeds in an offering.
Public Offerings
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.
Private Placements
The private placements review program provides added regulatory oversight when firms participate in offerings of unregistered securities to individual investors.
Statistics
Corporate Financing also provides general annual statistics on the number of regulatory filings submitted for issuers accessing the public or private capital markets.
Contact OGC
FINRA's Office of General Counsel (OGC) staff provides broker-dealers, attorneys, registered representatives, investors and other interested parties with interpretative guidance relating to FINRA’s rules. Please see Interpreting the Rules for more information.
OGC staff contacts:
Paul Mathews and Jim Wrona
FINRA, OGC
1735 K Street, NW
Washington, DC 20006
(202) 728-8000
- FINRA Rules
- FINRA Rules
- FINRA Rules
- FINRA Rules
- FINRA Rules
- FINRA Rules
- FINRA Rules
- FINRA Amends the FINRA Corporate Financing Rule03/20/2020
- FINRA Requests Comment on FINRA Rules Impacting Capital Formation04/12/2017
- FINRA Requests Comment on Proposed Amendments to the FINRA Corporate Financing Rule04/12/2017
- FINRA Filing Requirements and Review of Regulation A Offerings09/08/2015
- FINRA Updates Form for Filing Private Placements of Securities Pursuant to FINRA Rules 5122 and 512308/19/2013
- SEC Approves New FINRA Rule 5123 Regarding Private Placements of Securities09/05/2012
- New Electronic Filing System for Public Offering Filings04/30/2012
- Obligation of Broker-Dealers to Conduct Reasonable Investigations in Regulation D Offerings04/20/2010
- SEC Approves New FINRA Rule 5122 Relating to Private Placements of Securities Issued by a Member Firm or a Control Entity05/18/2009
- 2023 Report on FINRAs Examination and Risk Monitoring ProgramThe Private Placements and Funding Portals and Crowdfunding Offerings sections sections of the 2023 Report on FINRA’s Examination and Risk Monitoring Program (the Report) informs member firms’ compliance programs by providing annual insights from FINRA’s ongoing regulatory operations, including (1) regulatory obligations and related considerations, (2) findings and effective practices, and (3) additional resources.January 10, 2023
- 2023 Report on FINRAs Examination and Risk Monitoring ProgramThe Best Execution, Outside Business Activities and Private Securities Transactions, Private Placements, and Reg BI and Form CRS sections of the 2023 Report on FINRA’s Examination and Risk Monitoring Program (the Report) informs member firms’ compliance programs by providing annual insights from FINRA’s ongoing regulatory operations, including (1) regulatory obligations and related considerations, (2) findings and effective practices, and (3) additional resources.January 10, 2023
- 2022 Report on FINRAs Examination and Risk Monitoring ProgramThe Funding Portals and Crowdfunding Offerings section of the 2022 Report on FINRA’s Risk Monitoring and Examination Activities (the Report) informs member firms’ compliance programs by providing annual insights from FINRA’s ongoing regulatory operations, including (1) relevant regulatory obligations and related considerations, (2) exam findings and effective practices, and (3) additional resources.February 09, 2022
- 2022 Report on FINRAs Examination and Risk Monitoring ProgramThe Private Placements section of the 2022 Report on FINRA’s Risk Monitoring and Examination Activities (the Report) informs member firms’ compliance programs by providing annual insights from FINRA’s ongoing regulatory operations, including (1) relevant regulatory obligations and related considerations, (2) exam findings and effective practices, and (3) additional resources.February 09, 2022
- GuidanceFiling Guidance - Public Offering ReviewSeptember 15, 2020
- GuidanceThis reference guide covers a range of private placement topics, from the basic question of "What is a private offering?" to more technical discussions on broker-dealer compliance with FINRA's private placement rules.July 16, 2019
- 2018 Exam Findings ReportThe Reasonable Diligence for Private Placements section of the 2018 Report on Exam Findings informs member firms’ compliance programs by describing recent findings and observations from FINRA’s examinations, and, in certain cases, also providing a summary of effective practices.December 07, 2018
- FAQFINRA Rule 5131 (New Issue Allocations and Distributions) addresses potential misconduct in the allocation and distribution of new issues.January 29, 2016
- Exemptive LetterSummary of Exemption Decision Re: Rule 2710 Issued by Corporate Financing DepartmentAugust 31, 2000
- Exemptive LetterExemption granted to extend exemption previously granted from Rule 2720(l), to [Firm] on June 14, 1999 to include offerings of warrants and purchase contracts and to units consisting of debt securities, warrants, and/or purchase contracts.August 11, 2000
- FAQFrequently asked questions about public offerings
- Compliance Tools
This report provides a summary of the review activity for the filings submitted during the selected and previous reporting periods.
If you have questions regarding the content of this report, please contact FINRA Corporate Financing at (240) 386-4623.
Deals Filed During the Selected Period
Term
Description
- Compliance ToolsReport cards created for firms to monitor timeliness of Corporate Financing filings.These report cards display statistics about late filings submitted to Corporate Financing.
- FAQFrequently asked questions about private placements.
- GuidanceAs noted in Regulatory Notice 10-22 (Obligations of Broker-Dealers to Conduct Reasonable Investigations in Regulation D Offerings), as part of their obligations under FINRA Rule 2111 (Suitability) and supervisory requirements under FINRA Rule 3110 (Supervision), firms must conduct a “reasonable investigation” by evaluating “the issuer and its management; the business prospects of the issuer; the assets held by or to be acquired by the issuer; the claims being made; and the intended use of proceeds of the offering.”
- Compliance Tools
For any public offering that is required to be filed pursuant to FINRA Rule 5110(a)(2), FINRA Rule 5110(a)(3)(A) describes that the required documents and information must be filed by participating members with FINRA no later than three business days after any documents are filed with or submitted to the SEC, including confidential filings or submissions, or any state securities commission or other similar U.S.