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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.

Corporate Financing 2019 2018 2017 2016 2015

Total Public Offering Filings

1,045

1,014

979

755

972

> Corporate Filings5

1,003

973

914

693

901

> Other Filings6

42

41

65

62

71

Private Placement Filings

2,509

2,471

2,579

4,018

3,249

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

  • Regulatory Notice 20-10
    FINRA Amends the FINRA Corporate Financing Rule
  • Regulatory Notice 17-14
    FINRA Requests Comment on FINRA Rules Impacting Capital Formation
  • Regulatory Notice 17-15
    FINRA Requests Comment on Proposed Amendments to the FINRA Corporate Financing Rule
  • Regulatory Notice 15-32
    FINRA Filing Requirements and Review of Regulation A Offerings
  • 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