x��\[o�F~���cD Specifically, required FINRA filings must now be made within three business days (rather than one business day) following the date the registration statement or other document is filed with or confidentially submitted to the SEC. (B) at least $150 million aggregate market value of voting stock held by non-affiliates; or alternatively the aggregate market value of the voting stock held by non-affiliates of the issuer is $100 million or more and the issuer has had an annual trading volume of such stock of three million shares or more. Contact FINRA at 301-590-6500. Filing Requirements Rule 5110 currently requires that members submit to FINRA documents (for example, the registration statement) submitted to or filed with the SEC (or any state securities commission or other regulatory authority) within one business day of the SEC filing. 128 0 obj <>stream (iii) the transfer or sale of the security back to the issuer in a transaction exempt from registration with the SEC. Amended by SR-FINRA-2019-012. Such payments generally would not be deemed to be underwriting compensation. On April 12, 2019, the Financial Industry Regulatory Authority (FINRA) proposed rule amendments to FINRA Rule 5110 (Corporate Financing Rule – Underwriting Terms and Arrangement General Filing Requirements Filing deadline. 3&n{oxC1�Ǔ ���*+_9�Y�4,����Ȏ�L/��G*� ��=�J�u��������D/ (1) A description of each item of underwriting compensation received or to be received by a participating member must be disclosed in the section on distribution arrangements in the prospectus or similar document. (C) the participating members did not, in the aggregate, purchase or receive as compensation more than 40% of the "total number of securities sold in the private placement" (excluding purchases by any affiliate qualified under paragraph (d)(1)). 34- 71486; File No. (v) does not list its securities on a national securities exchange. FINRA Rule 5110(f)(2) sets forth certain terms and arrangements that, when proposed in connection with a public offering of securities, are considered unfair and unreasonable. In (B) "Non-cash compensation" shall mean any form of compensation received in connection with the sale and distribution of securities that is not cash compensation, including, but not limited to, merchandise, gifts and prizes, travel expenses, meals and lodging. On March 20, 2020, FINRA announced in Regulatory Notice 20-10 that it has amended FINRA Rule 5110 (the “Corporate Financing Rule” or the “Rule”). The initial setup fee is currently waived for IA firms. (L) offerings of securities by a “closed-end” investment company as defined in Section 5(a)(2) of the Investment Company Act that is operated as a tender offer fund, provided that the fund: (i) makes continuous offerings pursuant to Securities Act Rule 415; (ii) prices its securities at least quarterly; (iii) limits the total amount of compensation paid to participating members to the amount permitted by the sales charge limitations of Rule 2341, in which case the underwriting compensation provisions of Rule 5110 will not apply; (iv) makes at least two repurchase offers per calendar year for its securities pursuant to SEA Rule 13e-4 and Schedule TO under the Exchange Act; and. n��� g��H�(���"��6ާ��uc+S�.u�?�-���\�9s�CJl��"�L�Ùs��]�^��j~L������q~�Y.��W7���G���q���n�n���ٵɗ_&_}}}���T�2��2+������*�3�����ջ�,�zw�������W�M"Y_��c�,��L���J?`�$��.����SQT���U����?���i1���$�1���������U�쵐���6�O�^�2���yq��^�LR���>�L'������dB�|g������zmx�~�T�2-Ӽ*�d���T|#3��RNUl�zgx!/S5U��n?O�}�q�?��N������Ƶ餜���n����ǬӤR��ֿ��'ߧaY|�.��3���&�(X�.j2��7��n_�շ��wfE�o��a� (C) Payment or reimbursement by offerors in connection with meetings held by an offeror or by a member for the purpose of training or education of associated persons of a member, provided that: (i) associated persons obtain the member's prior approval to attend the meeting and attendance by a member's associated persons is not conditioned by the member on the achievement of a sales target or any other incentives pursuant to a non-cash compensation arrangement permitted by paragraph (f)(2)(D); (ii) the location is appropriate to the purpose of the meeting, which shall mean an office of the issuer or affiliate thereof, the office of the member, or a facility located in the vicinity of such office, or a regional location with respect to regional meetings; (iii) the payment or reimbursement is not applied to the expenses of guests of the associated person; and. The term “overallotment option” means an option granted by the issuer to the participating members for the purpose of offering additional shares to the public in connection with the distribution of the public offering. FINRA Rule 5110 (the “Corporate Financing Rule”) generally regulates underwriting compensation and prohibits unfair arrangements in connection with the public offering of securities. Need Help? FINRA Filing Fee FINRA has also adopted a revision to Section 7 of Schedule A to the FINRA By-Laws to adjust the FINRA filing fees for Rule 5110 filings. (a) the existence of a pre-existing relationship between the issuer and the person acquiring the securities; (c) whether the securities were acquired on the same terms and at the same price as other similarly-situated persons participating in the directed sales program. Although the rule appears on its face to permit termination or “tail” fee arrangements in connection with a public offering, historically, If the actual price for the non-convertible or non-exchangeable debt or derivative instrument is not a fair price, compensation will be calculated pursuant to this paragraph (c) or based on the difference between the fair price and the actual price. For example, FINRA proposes to exempt from Rule 5110’s filing requirement a public offering by an “experienced issuer.”19 Although the proposed rule change would continue to apply Rule 5110’s filing requirement to shelf offerings by issuers that do not meet the The term “underwriting compensation” means any payment, right, interest, or benefit received or to be received by a participating member from any source for underwriting, allocation, distribution, advisory and other investment banking services in connection with a public offering. On April 12, 2017, the US Financial Industry Regulatory Authority, Inc. (“FINRA”) published proposed amendments to FINRA Rule 5110, which regulates the terms and arrangements of securities underwriting conducted by FINRA member broker-dealers. Underwriters of accelerated shelf offerings that are not otherwise exempt from filing under Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5110 may obtain Same Day Clearance of their FINRA filings if specific representations are made regarding their accelerated shelf offerings. SECURITIES OFFERING AND TRADING STANDARDS AND PRACTICES, 5100. ��ڮu�#/�A7p�.�EoD� The term “offering proceeds” means the proceeds of all the securities offered in the public offering by participating members, not including securities subject to an overallotment option, securities to be received by the participating members, or underlying securities. To determine whether an acquisition of securities by a participating member’s associated persons or their immediate family pursuant to an issuer directed sales program may be excluded from underwriting compensation, FINRA will consider the following factors, as well as any other relevant factors and circumstances: .05 Disclosure of Underwriting Compensation. The term “independent financial adviser” means a member or a person affiliated or associated with a member that provides advisory or consulting services to the issuer and is neither engaged in, nor affiliated or associated with any entity that is engaged in, the solicitation or distribution of the offering. (B) an initial purchase of securities of the issuer was made at least two years preceding the required filing date and a second purchase was made before the review period; (19) non-convertible or non-exchangeable debt securities and derivative instruments acquired in a transaction that is unrelated to the public offering; (20) securities acquired subsequent to the issuer’s initial public offering in a transaction exempt from registration under Securities Act Rule 144A; (21) securities acquired in the secondary market by a participating member that is a broker-dealer in connection with the performance of bona fide customer facilitation activities and bona fide market making activities; provided that securities acquired from the issuer will be considered “underwriting compensation” if the securities were not acquired at a fair price (taking into account, among other things customary commissions, mark-downs and other charges); and. Understand your clients’ strategies and the most pressing issues they are facing. The term “fair price” means the participating members have priced a derivative instrument or non-convertible or non-exchangeable debt security in good faith; on an arm’s length, commercially reasonable basis, and in accordance with pricing methods and models and procedures used in the ordinary course of their business for pricing similar transactions. .06 Non-Convertible or Non-Exchangeable Debt Securities and Derivatives. Broader Availability of Termination Fees and Rights of First Refusal . The FAQs may be accessed here. Contrary to popular belief, the legal fees related to pursuing a claim through FINRA arbitration are not entirely onerous. |�@f�@ ���k������#��=�5�s �9���ߌ���0S!�)�kX,)�[�"�Qv�[X��Es��z7�}��-i�G��d>9�7((Mj�P�e@1���u��q�}Hd����0א�h��1� Notwithstanding paragraph (j)(22), FINRA may exclude securities acquired from a third-party entity from underwriting compensation. For updates and guidance related to COVID-19 / Coronavirus, click here. The amended Rule allows FINRA In November 2019, a former client of Ross, Sinclaire & Associates, LLC won an award in a FINRA arbitration for $1.96 million in compensatory damages and 12% interest per annum, as well as $140,567.08 in attorney’s fees and $750 for the non-refundable filing fee.FINRA found that was liable for misrepresentation and omission of material facts, and common law negligence. (v) all requests for withdrawal filed with or submitted to the SEC or any other U.S. regulatory authority, including any correspondence submitted to the SEC for the withdrawal of confidential filings or submissions. The amended Rule allows FINRA member firms three business days (previously one business day) … To defray some of these costs, as of July 23, 2012, FINRA will charge new fees for CMA filings. (22) securities acquired pursuant to a governmental or court-approved proceeding or plan of reorganization as a result of action by the government or court (e.g., bankruptcy or tax court proceeding). 127 0 obj <> endobj 129 0 obj <>/Font<>>>/Contents 130 0 R/StructParents 0/Tabs/S/CropBox[0 0 612 792]/Rotate 0>> endobj 130 0 obj <>stream (B) a termination fee or a right of first refusal, as set forth in a written agreement entered into by an issuer and a participating member, provided that: (i) the agreement specifies that the issuer has a right of "termination for cause," which shall include the participating member's material failure to provide the underwriting services contemplated in the written agreement; (ii) an issuer's exercise of its right of "termination for cause" eliminates any obligations with respect to the payment of any termination fee or provision of any right of first refusal; (iii) the amount of any termination fee must be reasonable in relation to the underwriting services contemplated in the agreement and any fees arising from underwriting services provided under a right of first refusal must be customary for those types of services; and. In the proposal, Finra said all parties requesting expungement should pay the same minimum filing fee and shouldn’t be able to dodge a three-person panel by citing a … We handle FINRA arbitration claims nationwide, including in Puerto Rico. The term "public offering" means any primary or secondary offering of securities made in whole or in part in the United States pursuant to a registration statement, offering circular or similar offering document including exchange offers, rights offerings, and offerings of securities made pursuant to a merger or acquisition except for: (A) securities exempt from registration with the SEC pursuant to the provisions of Sections 4(a)(1), 4(a)(2) or 4(a)(5) of the Securities Act; (B) securities exempt from registration with the SEC pursuant to Rule 504 of SEC Regulation D if the securities are restricted securities under Securities Act Rule 144(a)(3) or Rule 506 of SEC Regulation D; (C) securities exempt from registration with the SEC pursuant to Securities Act Rule 144A or SEC Regulation S; or. x�c```b``����� u�A���b,@�� 4����"@��'L�TV��Pe�r@����� H���@��� ���r&����L�sw~`�f��t`�~Q�B�&�7 |�� On March 20, 2020, FINRA announced in Regulatory Notice 20-10 1 that it has amended FINRA Rule 5110 (the "Corporate Financing Rule" or the "Rule"). On April 25, 2019, the Financial Industry Regulatory Authority, Inc. (“FINRA”) filed proposed amendments to FINRA Rule 5110 (“FINRA Rule 5110” or “the Rule”), commonly referred to as the “Corporate Financing Rule”, with the U.S. Securities and Exchange Commission (“SEC”). I. Yesterday, the Securities and Exchange Commission approved FINRA’s proposed amendments to its Corporate Financing Rule, which are intended to modernize, simplify, and streamline the rule. (ii) FINRA has provided an opinion that it has no objection to the proposed underwriting terms and arrangements. FINRA has granted a limited exemption from the filing requirements of FINRA Rules 5110 and 5121. endstream endobj The term "compensation" means cash compensation and non-cash compensation. (2) Investments in and Loans to Certain Issuers — Securities of the issuer purchased in a private placement or received as compensation in connection with the provision of a loan or credit facility before the required filing date of the public offering pursuant to paragraph (a) by a participating member’s affiliate if: (i) manages capital contributions or commitments of at least $50 million; (ii) is a separate and distinct legal person from any member participating in the offering and is not registered as a broker-dealer; (iii) does not receive investment banking fees paid to any participating member for underwriting public offerings; and. (C) "Offeror" shall mean an issuer, an adviser to an issuer, an underwriter and any affiliated person of such entities. �ߙ%I�܋TWg�F�_��,ASy��2�?��>�d#�^]�?�.��рYV�-��ؓ��,"��H?�5�#rb���#��+�x!ܦ��ۢ"W�]���›�Ү�7�S��`� �C�������� ��:A�r���,���vq�{#�vm��D� (C) No member may engage in the distribution or sale of securities in any public offeringrequired to be filed by this Rule, Rule 2310 or Rule 5121 unless: (i) documents and information specified in paragraph (a)(4) have been filed with FINRA; and. FINRA’s amendments address, among other things, (1) filing requirements; (2) filing requirements … FINRA is proposing to amend FINRA Rule 5110 (Corporate Financing Rule—Underwriting Terms and Arrangements) to expand the circumstances in which termination fees and rights of first refusal are permissible; exempt from the filing requirements certain collective investment vehicles that are not registered as investment companies; and make clarifying, non-substantive changes regarding … (4) Co-Investments with Certain Regulated Entities — Securities of the issuer acquired in a private placement before the required filing date of the public offering pursuant to paragraph (a) by a participating member if at least 15% of the total number of securities sold in the private placement were acquired, at the same time and on the same terms, by one or more entities that is an open-end investment company not traded on an exchange, and no such entity is an affiliate of a FINRA member participating in the offering. (c) the nature of the funding provided, including, but not limited to the issuer’s need for funding before the public offering. FINRA Rule 5110(f)(2) sets forth certain terms and arrangements that, when proposed in connection with a public offering of securities, are considered unfair and unreasonable. (D) FINRA will provide confidential treatment to all documents and information filed pursuant to this Rule and use such documents and information solely for regulatory purposes. FINRA’s Corporate Financing Rule . Pursuant to the Rule 9600 Series, FINRA, for good cause shown after taking into consideration all relevant factors, may conditionally or unconditionally grant an exemption from any provision of this Rule to the extent that such exemption is consistent with the purposes of the Rule, the protection of investors, and the public interest. 1. We take on all cases on a contingency fee basis, which means we only take a fee if we recover money for you. �J}�]��ަ (B) common stock of the issuer underlying all convertible securities outstanding that convert without the payment of any additional consideration. Similarly, under Section 7(b), the current fee for filings of any amendment or other change to documents initially filed pursuant to FINRA Rule 5110 is.01 percent of the net increase in the maximum aggregate offering price or other applicable value of all securities registered on an SEC registration statement, or any related Securities Act Rule 462(b) Any non-convertible or non-exchangeable debt or derivative instrument acquired or entered into at a "fair price" as defined in Supplementary Material .06(b) and underwriting compensation received in or receivable in the settlement, exercise or other terms of such non-convertible or non-exchangeable debt or derivative instrument shall not have a compensation value for purposes of determining underwriting compensation. .07 Venture Capital Transactions. (B) For a public offering exempt from filing under paragraph (h), the term “required filing date” means the date the public offering would have been required to be filed with FINRA but for the exemption. On June 27th, FINRA announced new fees. (B) the security can be accurately valued, as required by paragraph (g)(1) of this Rule. SECURITIES OFFERINGS, UNDERWRITING AND COMPENSATION, FINRA Requests Comment on Proposed Amendments to the FINRA Corporate Financing Rule, FINRA Requests Comment on Proposed Amendments to Its Gifts, Gratuities and Non-Cash Compensation Rules, FINRA Filing Requirements and Review of Regulation A Offerings, FINRA Requests Comment on the Effectiveness and Efficiency of its Gifts and Gratuities and Non-Cash Compensation Rules, SEC Approves Amendments to FINRA Rule 5110 to Permit Termination Fees and Rights of First Refusal, SEC Approves Amendments to FINRA Rule 9217 to Include Additional Rule Violations Eligible for Disposition under FINRA’s Minor Rule Violation Plan, FINRA Requests Comment on Proposed Amendments to FINRA Rule 5110 Regarding Deferred Compensation Arrangements in Public Offerings, Changes to Advertising, Corporate Financing, New Membership and Continuing Membership Application, Central Registration Depository and Branch Office Annual Registration Fees, SEC Approves New FINRA Rule 5123 Regarding Private Placements of Securities, New Electronic Filing System for Public Offering Filings, Application of Rules on Communications With the Public and Institutional Sales Material and Correspondence to Certain Free Writing Prospectuses, FINRA Requests Comment on Proposed Amendments to FINRA Rule 5122 to Address Member Firm Participation in Private Placements, FINRA Requests Comment on Proposed Consolidated FINRA Rule Governing Investment Company Securities, SEC Approves Amendments to Modernize and Simplify NASD Rule 2720 Relating to Public Offerings in Which a Member Firm With a Conflict of Interest Participates, SEC Approves New FINRA Rule 5122 Relating to Private Placements of Securities Issued by a Member Firm or a Control Entity. Each additional 180-day period will reduce the proposed maximum value attributable to such securities by 10%. Elimination of Filing for Certain ETFs. (v) if applicable, a representation of compliance with all of the criteria for any exception from underwriting compensation provided in paragraph (d); and. For the purposes of paragraph (d), the term “insurance company” refers only to the regulated entity, not its subsidiaries or other affiliates. The Corporate Financing Rule addresses commercial fairness in underwriting and other arrangements for the distribution of securities. The amendments modernize, restructure, and streamline Rule 5110. Overview: In September 2020, the Financial Industry Regulatory Authority (FINRA) implemented significant amendments to Rule 5110. To pay FINRA a filing fee, which is calculated in relation to size. 3 ) ; and, 5100 for all other costs incurred in an arbitration and/or mediation, such gifts... 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