FINRA Rule 5110, the corporate financing rule, regulates the terms and arrangements of securities underwriting conducted by FINRA member broker dealers, which covers virtually all of the US securities industry. FINRA has proposed amendments to the corporate financing rule that would (a) exclude “independent financial advisers” from the application of the corporate financing rule, (b) limit lock up restrictions for certain securities acquired or converted to prevent dilution, and (c) clarify information requirements for public offering filings. In addition, FINRA has also proposed to narrow the scope of the definition of “control” for purposes of FINRA Rule 5121, the conflict of interest rule, to exclude holders of subordinated debt. Separately, FINRA has proposed other amendments to the corporate financing rule that would (a) expand the circumstances under which FINRA member broker dealers and issuers may negotiate termination fees and rights of first refusal and (b) exempt all exchange traded funds from the filing requirements under that rule.

View full memo, FINRA Proposes Amendment to Corporate Financing Rule and Conflict of Interest Rule