(a) the length of time between the required filing of the registration statement or similar document and the date of the transaction in which securities were acquired; (b) the length of time between the date of the transaction in which the securities were acquired and the anticipated commencement of the public offering; and. (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. (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. ��k�����o5B�u2��B��^��ۜ�6�%�A�Ow"tm8�!uVjIH}�e�li�Ls��D�ciR֖pn˚�Z.�%��+��}:������=��'���g�®c>�p�\ٛ�9��:���Q)�X�6�a�:�?���sMŚ��3D���9�sb> ǎ��t:�7;� ���h-�&��_���M�k��̅�07dG�z8�עˉ���%���o5�K'I�=�k��� 5�i�7�,}4��`n҅�M�R=���c�����=b8�yH'�}�!��g�2�,�Rߣ��=k���� !�;+{����x������1o��Y���*͝�B�~��0���Y������i�ӦA�7ڠ�[H����gϠ�}",M����7w������@��{#*0��vJ����B�t�yMj����(zӤ�.�7 ���9Č|3�H% 5. (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. 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. The guidance addresses how the filing and review of public offerings both before and after the amendments’ September 16 implementation date will be impacted. Mar. 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. The term “effective date” means the date on which an issue of securities becomes legally eligible for distribution to the public. Elimination of Filing for Certain ETFs. Notwithstanding paragraph (j)(22), FINRA may exclude securities acquired from a third-party entity from underwriting compensation. �ߙ%I�܋TWg�F�_��,ASy��2�?��>�d#�^]�?�.��рYV�-��ؓ��,"��H?�5�#rb���#��+�x!ܦ��ۢ"W�]���›�Ү�7�S��`� �C�������� ��:A�r���,���vq�{#�vm��D� The Corporate Financing Rule addresses commercial fairness in underwriting and other arrangements for the distribution of securities. (1) The term “listed securities” means securities that are traded on the national securities exchanges identified in Securities Act Rule 146, on markets registered with the SEC under Section 6 of the Exchange Act, and on any "designated offshore securities market" as defined in Rule 902(b) of SEC Regulation S. (2) The term “right of pre-emption” means the right of a shareholder to acquire additional securities in the same company in order to avoid dilution when additional securities are issued, pursuant to: (A) any option, shareholder agreement, or other contractual right entered into at the time of purchase of securities; (B) the terms of the securities purchased; (C) the issuer’s charter or by-laws; or (D) the domestic law of a foreign jurisdiction that regulates the issuance of the securities. The records shall include: the names of the offerors, non-members or other members making the non-cash compensation contributions; the names of the associated persons participating in the arrangements; the nature and value of non-cash compensation received; the location of training and education meetings; and any other information that proves compliance by the member and its associated persons with paragraphs (f)(2)(C) through (E). 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. [8] Proposed Rule Change Relating to Amendments to FINRA 5110 (Corporate Financing Rule—Underwriting Terms and Arrangements), Jan 24, 2014 (the “Termination Fee Proposal”) at p.5. (a) The following are examples of payments or benefits that are considered underwriting compensation: (3) fees and expenses of participating members’ counsel paid or reimbursed to, or paid on behalf of, the participating members (except for reimbursement of “blue sky” fees); (4) finder’s fees paid or reimbursed to, or paid on behalf of, the participating members; (6) financial consulting and advisory fees; (7) common or preferred stock, options, warrants, and other equity securities, including debt securities convertible to or exchangeable for equity securities, beneficially owned, as defined in Rule 5121 by the participating members the value of which is determined pursuant to this Rule, and acquired during the review period, as defined in this Rule, except that any such securities purchased during the review period by a participating member in a public offering at the public offering price and on the same terms as all others purchasing in the public offering that are not participating members shall not be deemed underwriting compensation; (9) any right or rights of first refusal provided to any participating member to participate in future public offerings, private placements or other financings, the value of which will be 1% of the offering proceeds or a dollar amount contractually agreed to by the issuer and the participating member to waive the right of first refusal; (10) compensation to be received by a participating member or by any person nominated by the participating member as an advisor to the issuer’s board of directors in excess of that received by other members of the board of directors; (11) any compensation to be received by the participating members as a result of the exercise or conversion of warrants, options, convertible securities, or similar securities distributed as part of the public offering within 12 months following the commencement of sales; (12) fees of a qualified independent underwriter required by Rule 5121; (13) any compensation paid to any participating member in connection with a prior proposed public offering that was not completed, if the member firm participates in the revised public offering, except that accountable expenses received pursuant to paragraph (g)(5)(A) shall not be deemed underwriting compensation; and. 9. to a government sponsored enterprise (“GSE”) conducting a public offering where an affiliate of an underwriter owned more than 10% of the GSE. The changes aimed to streamline shelf offering filing process as well as to clarify and simplify certain terms while preserving the key protection for market participants, issuers, and the investing public. endstream endobj (B) has more than one opportunity to waive or terminate the right of first refusal in consideration of any payment or fee; (7) any payment or fee to waive or terminate a right of first refusal to participate in a future public offering, private placement or other financing that is not paid in cash; (8) the receipt of underwriting compensation consisting of any option, warrant or convertible security that: (A) is exercisable or convertible more than five years from the commencement of sales of the public offering; (B) has more than one demand registration right at the issuer's expense; (C) has a demand registration right with a duration of more than five years from the commencement of sales of the public offering; (D) has a piggyback registration right with a duration of more than seven years from the commencement of sales of the public offering; (E) has anti-dilution terms that allow the participating members to receive more shares or to exercise at a lower price than originally agreed upon at the time of the public offering, when the public shareholders have not been proportionally affected by a stock split, stock dividend, or other similar event; or. 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. In 5110. The term “participating member” means any FINRA member that is participating in a public offering, any affiliate or associated person of the member, and any immediate family, but does not include the issuer. (a) the nature of the relationship between the issuer and the third party, if any; (b) the nature of the transactions in which the securities were acquired, including, but not limited to, whether the transactions are engaged in as part of the participating member’s ordinary course of business; and. 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”). FINRA’s amendments address, among other things, (1) filing requirements; (2) filing requirements … (1) Purchases and Loans by Certain Affiliates — 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: (A) the affiliate is a separate and distinct legal person from any member participating in the offering and is not registered as a broker-dealer; (B) the investment or loan was made subject to the evaluation of individuals who have a contractual or fiduciary duty to select investments and loans based on the risks and rewards to the affiliate and not based on opportunities for the member participating in the offering to earn investment banking revenues; (C) the affiliate does not receive investment banking fees paid to any participating member for underwriting public offerings; (D) the affiliate, directly or through a subsidiary it controls, is primarily engaged in the business of making investments in or loans to other companies or is an entity that has been newly formed by such affiliate; and. We handle FINRA arbitration claims nationwide, including in Puerto Rico. In May 2014, the SEC approved FINRA’s proposed amendments to Rule 5110, commonly called the Corporate Financing Rule. To defray some of these costs, as of July 23, 2012, FINRA will charge new fees for CMA filings. Filing Requirements . For purposes of determining “control,” Rule 5121 is cross-referenced. 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. 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. %PDF-1.5 %���� 2 The amendments institute substantive, clarifying, organizational and terminology changes, while preserving the basic principles of the Rule. Filing deadline. x�cd```d`N L�@�/@��;���f`d�x���I�HL�c������&A�`, �D��v� 8� FINRA has granted a limited exemption from the filing requirements of FINRA Rules 5110 and 5121. The remaining revised provisions will be implemented on September 16, 2020. The term "compensation" means cash compensation and non-cash compensation. (c) any disparity between the price paid and the offering price or market price. The remaining revised provisions will be implemented on September 16, 2020. (2) fees and expenses paid or reimbursed to, or paid on behalf of, the participating members, including but not limited to road show fees and expenses and due diligence expenses; FINRA operates the largest securities dispute resolution forum in the United States, Report a concern about FINRA at 888-700-0028. (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. Amended by SR-FINRA-2019-012. The following list, while not comprehensive, provides examples of payments that are not deemed to be underwriting compensation: .02 Venture Capital Transactions and Significantly Delayed Offerings. Elimination of Filing for Certain ETFs . FINRA Rule 5110 (the Corporate Financing Rule) generally regulates underwriting compensation and prohibits unfair arrangements in connection with the public offering of securities. 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) A derivative instrument or other security received as compensation for providing services for the issuer, for providing or arranging a loan, credit facility, merger, acquisition or any other service, including underwriting services will not be deemed to be entered into or acquired at a fair price. 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 Contact FINRA at 301-590-6500. 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. (Release No. 128 0 obj <>stream 5. SR -FINRA -2014- 004) February 5, 2014 . Understand your clients’ strategies and the most pressing issues they are facing. FINRA is proposing to increase the rate and the fee cap for filings pursuant to FINRA Rule 5110. (B) Any member filing documents with FINRA pursuant to paragraph (a)(4)(A) must file the following information with respect to the offering in FINRA's Public Offering System: (i) an estimate of the maximum public offering price; (ii) an estimate of the maximum value for each item of underwriting compensation; (iii) a representation as to whether any officer or director of the issuer and any beneficial owner of 10% or more of any class of the issuer's equity and equity-linked securities is an associated person or affiliate of a participating member; (iv) a description of any securities of the issuer acquired and beneficially owned by any participating member during the review period, provided that: a. non-convertible or non-exchangeable debt securities and derivative instruments acquired in a transaction related to the public offering must be filed and also accompanied by a representation that a registered principal or senior manager of the participating member has determined if the transaction was or will be entered into at a fair price; b. non-convertible or non-exchangeable debt securities and derivative instruments need not be filed if acquired in a transaction that is unrelated to the public offering; and. SEC Approves FINRA Rule 5110 Amendments. FINRA Proposes Rule Change Increasing Fees for Filing Documents under Rule 5110by PLC Corporate & SecuritiesRelated ContentFINRA proposed a rule change increasing filing rates and maximum fees for filing documents under Rule 5110.Free Practical Law trialTo access this resource, sign up for a free trial of Practical Law.Free trialContact us Our Customer Support team are on hand … Statutory Discrimination Filing Fee Claimant – The fee a claimant pays to file a claim involving statutory employment discrimination claims. x�c```b``����� u�A���b,@�� 4����"@��'L�TV��Pe�r@����� H���@��� ���r&����L�sw~`�f��t`�~Q�B�&�7 |�� 126 0 obj <> endobj Excludesprivate placements effected under specified 1933 Act provisions and rules, and offshore offerings under Regulation S Filing fee: $500 plus.01% of the proposed maximum aggregate offering price of the offering, not to exceed a fee of $75,500 The maximum fee applies to all WKSI filings Fee should be paid prior to filing (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. The Financial Industry Regulatory Authority, Inc. ("FINRA") recently released Regulatory Notice 20-10, which discusses the recent changes to Rule 5110 (Corporate Financing Rule – Underwriting Terms and Arrangements) (the "Rule"), the main FINRA rule regarding the reasonableness of compensation paid to FINRA member firms in securities offerings. (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. File a complaint about fraud or unfair practices. If a participating member wishes to reduce the proposed maximum value of any securities received as underwriting compensation, it may do so by voluntarily agreeing to lock-up such securities for successive 180-day periods (in addition to the initial lock-up period required by paragraph (e) of this Rule if applicable). Contrary to popular belief, the legal fees related to pursuing a claim through FINRA arbitration are not entirely onerous. As of September 16, 2020 (the Amendment Implementation Date), FINRA members participating in public offerings of securities must comply with Rule 5110 as amended by … (v) does not list its securities on a national securities exchange. (1) printing costs; SEC, “blue sky” and other registration fees; FINRA filing fees; fees of independent financial advisers; and accountant’s fees, and other fees and expenses customarily borne by an issuer, whether or not paid by or through a participating member; (2) cash compensation for providing services for a private placement or for providing or arranging for a loan, credit facility, or for services in connection with a merger or acquisition; (3) records management and advisory fees and expenses in connection with the conversion of the issuer from a mutual holding company to a stock holding company; (4) payment or reimbursement of legal costs resulting from a contractual breach or misrepresentation by the issuer; (5) compensation for providing brokerage, trust and insurance services to the issuer that is received in the ordinary course of business; (6) fees for commercial banking services, which does not require registration as a broker-dealer, provided to the issuer in the ordinary course of business; (7) compensation for providing services in a prior or concurrent public offering separately filed or exempt from filing pursuant to this Rule; (8) a right of first refusal that is provided to a participating member in connection with a prior financing if the right of first refusal does not extend beyond the initial closing of the public offering currently under review or if the right of first refusal has already been included as underwriting compensation in a prior or concurrent public offering; (9) dividends paid to shareholders of a class of the issuer’s securities when participating members are shareholders of that class; (10) securities of the issuer pledged as collateral for a bona fide loan; (11) listed securities purchased in public market transactions; (12) compensation received through any stock bonus, pension, employee benefit plan, or profit-sharing plan that qualifies under Section 401 of the Internal Revenue Code or a similar plan, including, but not limited to, an employee benefit plan as defined in Securities Act Rule 405 or a compensatory benefit plan or compensatory benefit contract exempt from registration pursuant to Securities Act Rule 701; (13) securities acquired by an investment company registered under the Investment Company Act; (14) securities acquired as the result of a conversion of securities that were originally acquired prior to the review period; (15) securities acquired as the result of an exercise of options or warrants that were originally acquired prior to the review period; (16) securities acquired as the result of a stock-split, a pro-rata rights or similar offering where the securities upon which the acquisition is based were acquired prior to the review period; (17) securities acquired as the result of a right of preemption that was granted prior to the review period; (18) securities acquired in order to prevent dilution of a long-standing interest in the issuer, if: (A) the amount of securities does not increase a member’s percentage ownership of the same generic class of securities of the issuer or of the class of securities underlying a convertible security calculated immediately prior to the investment; and. (A) the lock-up restriction will not apply: (i) if the security is required to be transferred by operation of law or by reason of reorganization of the issuer; (ii) if the aggregate amount of securities of the issuer beneficially owned by a participating member does not exceed 1% of the securities being offered; (iii) to a security of an issuer that meets the registration requirements of SEC Registration Forms S-3, F-3 or F-10; (iv) to a non-convertible or non-exchangeable debt security acquired in a transaction related to the public offering; (v) to a derivative instrument acquired in connection with a hedging transaction related to the public offering and at a fair price; (vi) if the security was acquired in a transaction that met the requirements of paragraph (d); (vii) if the security is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; (viii) if the security was received as underwriting compensation, and is registered and sold as part of a firm commitment offering; or. 9. to a government sponsored enterprise (“GSE”) conducting a public offering where an affiliate of an underwriter owned more than 10% of the GSE. This fee, which is assessed on members, though typically borne by issuers, funds the Department’s reviews as well as FINRA’s extensive regulatory programs and services that support the public capital markets being accessed by issuers through such member firms. 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 other similar offering document). (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. The terms "compensation," "non-cash compensation" and "offeror" as used in this paragraph (f) shall have the following meanings: (A) “Compensation” shall mean cash compensation and non-cash compensation. (ii) if not filed with or submitted to any such regulatory authority, at least 15 business days prior to the commencement of sales. (a) There shall be a fee imposed for the filing of initial documents relating to any offering filed with FINRA pursuant to the Corporate Financing Rule equal to: (1) $500 plus .015% of the proposed maximum aggregate offering price or other applicable value of all securities registered on an SEC registration statement or included on any other type of offering document (where not filed with the SEC), but shall not exceed $225,500; or (2) $225,500 … 2 Mayer Brown | Corporate Financing Rule Change (FINRA Rule 5110) An experienced issuer is defined as an issuer with a 36-month reporting history and at least $150 Rule 5110 requires members “participating in an offering” to make certain filing and disclosures to FINRA including affiliations between the member and any officer, director or control shareholder of the issuer, or beneficial ownership of securities of the issuer and control relationships with the issuer. 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. Amended Rule 5110(a)(3)(A) (regarding filing deadlines) and Rule 5110(a)(4)(A)(ii-iii) (regarding documents required to be filed) are currently in effect as of March 20, 2020. For IA firms Corporate Financing Rule national securities exchange handle FINRA arbitration are entirely... The Elimination of filing for Certain ETFs • • • Supplementary Material.01 ( B ) the “. Training and education expenses, sales incentives, and business entertainment expenses are responsible for all other costs incurred an!.01 ( B ) advisory or consulting services provided to the issuer in a Exempt. 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