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Feb 13, 2014

FINRA Proposes Amendment to Corporate Financing Rule and Conflict of Interest Rule

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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

Authors and Contributors

Charles Gittleman

Of Counsel

Financial Institutions Advisory & Financial Regulatory

+1 212 848 7317

+1 212 848 7317

New York

Russell Sacks

Partner

Financial Institutions Advisory & Financial Regulatory

+1 212 848 7585

+1 212 848 7585

New York

Jennifer D. Morton

Counsel

Financial Institutions Advisory & Financial Regulatory

+1 212 848 5187

+1 212 848 5187

New York

Leo Wong

Associate

Capital Markets

+852 2978 8034

+852 2978 8034

Hong Kong