2024-12-20 | Regulatory Notice 24-17

Added · Updated

FINRA Requests Comment on Proposed Changes to Corporate Financing Rules

FINRA seeks comment on proposed amendments to Rules 5110, 5121, and 5123 to clarify underwriting compensation valuation, simplify conflict of interest requirements, and expand private placement exemptions. The changes replace the 'bona fide public market' definition with a $300 million aggregate market value threshold for Rule 5121 and introduce safe harbors for seed capital, debt-for-equity exchanges, and non-convertible preferred securities under Rule 5110. Additionally, Rule 5123 exemptions are expanded to include family offices and entities with over $5 million in assets under management or investments. Comments must be submitted by March 20, 2025.

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United States

Financial Industry Regulatory Authority

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