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FINRA adopted amendments to private placement filing requirements to require members to file retail communications related to an offering.
The amendments to FINRA Rule 5122 ("Private Placements of Securities Issued by Members") and FINRA Rule 5123 ("Private Placements of Securities") require that members who offer such securities file retail communications concerning the offering. FINRA clarified that the amendments are not applicable to offerings that are currently exempt from filing (e.g., sales exclusively to institutional accounts).
The amendments go into effect on October 1, 2021. Members will be required to file retail communications no later than the date on which Rules 5122 and 5123 require a member to file private placement offering documents.
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