FINRA issues FAQs on FINRA Rules 5122 and 5123 relating to sales of private placements

FINRA Rule 5123, which was approved by the SEC in June 2012 and became effective on December 3, 2012,1 requires any FINRA member that “sells” an issuer’s securities in a “private placement”2 to, in the absence of an available exemption, perfect a filing with FINRA that consists of a copy of any private placement memorandum, term sheet or other offering document, as well as any material amendments thereof, that the firm used in connection with such sale (or indicate in the filing that no such offering documents were used).