October 3, 2012 - The Financial Industry Regulatory Authority (“FINRA”) has announced new Rule 5123 will become effective on December 3, 2012. As described in more detail in our prior Client Alert, the Securities and Exchange Commission (the “SEC”) approved new FINRA Rule 5123 to require each FINRA member firm that sells an issuer’s securities in a private placement, subject to certain exemptions, to file with FINRA a copy of any private placement memorandum, term sheet or other offering document the firm used within 15 calendar days of the date of the sale, or indicate that it did not use any such offering documents. Firms must file the required offering documents electronically with FINRA through the FINRA Firm Gateway, which will become operational on December 3, 2012. The rule applies prospectively to private placements that begin selling efforts on or after December 3, 2012. The rule exempts private placements sold solely to certain specified purchasers, as well as other specified transactions as more fully set forth in our prior Client Alert.