Tag Archive for Private Placement

Private placement (or non-public offering) is a funding round of securities which are sold not through a public offering, but rather through a private offering. Although these placements are subject to the Securities Act of 1933, the securities offered do not have to be registered with the Securities and Exchange Commission if the issuance of the securities conforms to an exemption from registrations as set forth in the Securities Act of 1933 and SEC rules promulgated thereunder. Most private placements are offered under the Rules known as Regulation D. In our blog, Coral Capital Partners takes a look at news, issues, regulatory actions, and other items of interest concerning the private placement of securities. We consider this to be a particular area of interest due to the risk of fraud involving small cap, and private companies.

FINRA Rule 5123 – Private Placement Filing Requirements

Coral Capital Partners takes a look at recent FINRA Regulatory Notice 12-40 and the underlying FINRA Rule 5123, which requires broker/dealers that participate in the private offerings of issuer securities to file a copy of the private placement memorandum and other offering documents with FIRNA. We also look at the exemptions to this requirement, and were we see areas of risk for broker/dealers participating in private placements. We also look at how we see this tying in with FINRA Regulatory Notice 10-22.