This Report on FINRA’s Risk Monitoring and Examination Activities (the Report) is designed to inform member firms’ compliance programs by providing annual insights from FINRA’s ongoing regulatory operations. For selected regulatory obligations, the Report: (1) identifies the applicable rule and key related considerations for member firm compliance programs, (2) summarizes noteworthy findings from recent examinations and outlines effective practices that FINRA observed during its oversight, and (3) provides additional resources that may be helpful to member firms.
FINRA Rule 5123(a) requires firms that sell a private placement to file a copy of any offering document with FINRA within 15 calendar days of the first sale, subject to certain exemptions. FINRA Rule 5122(b)(2) requires firms that sell a private placement of unregistered securities issued by a member or a control entity to file a copy of any offering document
The Outside Business Activities and Private Securities Transactions section of the 2021 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.
The 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.
Are you considering exchanging a variable annuity that you currently own with a new one? Replacing one variable annuity with another should involve an analysis and comparison of the complex features of each security. You should exchange your annuity only when it is the smartest move for you.
FINRA is reviewing activities of member firms acting as or working with placement agents in soliciting and/or obtaining business with municipalities and public pension funds.
(a) Definitions
(1) Member Private Offering
A "member private offering" means a private placement of unregistered securities issued by a member or a control entity.
(2) Control Entity
A "control entity" means any entity that controls or is under common control with a member, or that is controlled by a member or its associated persons.
(3) Control
The term "control
(a) Definitions
(1) Member Private Offering
A "member private offering" means a private placement of unregistered securities issued by a member or a control entity.
(2) Control Entity
A "control entity" means any entity that controls or is under common control with a member, or that is controlled by a member or its associated persons.
(3) Control
The term "control
All capital acquisition brokers are subject to FINRA Rule 5122.
Adopted by SR-FINRA-2015-054 eff. April 14, 2017.
Selected Notice: 16-37.
Frequently asked questions about private placements.
