On January 20, 2012, the SEC announced that with respect to the FINRA’s Proposed Rule 5123 (Private Placements of Securities) (the “Proposed Rule”), originally announced in October 2011 and amended on January 19, 2012 (the “Amendment”), it was soliciting comments and instituting proceedings to determine whether to approve or disapprove the Proposed Rule Comments submitted in response to the version to the Original Proposal criticized the rule as overbroad, as a hindrance to capital formation, and as contrary to the intent of Congress and the federal securities laws, insofar as the rule prescribes disclosures in respect of non-public offerings. The initial comment period with respect to the Amendment ended on February 27, 2012; some commenters continued in their objections to the Proposed Rule, while other commenters suggested that the Amendment adequately responded to their concerns, and therefore supported adoption of the Amendment.View full memo, "FINRA Amends Proposed Private Placements Rule; SEC Takes Rare Step of Instituting Proceedings to Determine Whether to Approve or Disapprove"
