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Finra Rule: SECURITIES OFFERING AND TRADING STANDARDS AND PR
USINFO | 2013-12-16 16:50
Contents:
5100. SECURITIES OFFERINGS, UNDERWRITING AND COMPENSATION
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
5120. Offerings of Members’ Securities
5130. Restrictions on the Purchase and Sale of Initial Equity Public Offerings
5140. Integrity of Fixed Price Offerings
5150. Fairness Opinions
5160. Disclosure of Price and Concessions in Selling Agreements
5190. Notification Requirements for Offering Participants
5200. QUOTATION AND TRADING OBLIGATIONS AND PRACTICES
5210. Publication of Transactions and Quotations
5220. Offers at Stated Prices
5230. Payments Involving Publications that Influence the Market Price of a Security
5240. Anti-Intimidation/Coordination
5250. Payments for Market Making
5260. Prohibition on Transactions, Publication of Quotations, or Publication of Indications of Interest During Trading Halts
5270. Front Running of Block Transactions
5280. Trading Ahead of Research Reports
5290. Order Entry and Execution Practices
5300. HANDLING OF CUSTOMER ORDERS
5310. Best Execution and Interpositioning
5320. Prohibition Against Trading Ahead of Customer Orders
5330. Adjustment of Orders
5340. Pre-Time Stamping
5350. Stop Orders
5000. SECURITIES OFFERING AND TRADING STANDARDS AND PRACTICES
5100. SECURITIES OFFERINGS, UNDERWRITING AND COMPENSATION
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
(a) Definitions
For purposes of this Rule, the following terms shall have the meanings stated below. The definitions in Rule 5121 are incorporated herein by reference.
(1) Issuer
The issuer of the securities offered to the public, any selling security holders offering securities to the public, any affiliate of the issuer or selling security holder, and the officers or general partners, directors, employees and security holders thereof.
(2) Net Offering Proceeds
Offering proceeds less all expenses of issuance and distribution.
(3) Offering Proceeds
Public offering price of all securities offered to the public, not including securities subject to any overallotment option, securities to be received by the underwriter and related persons, or securities underlying other securities.
(4) Participating Member(s)
Any FINRA member that is participating in a public offering, any associated person of the member, any members of their immediate family, and any affiliate of the member.
(5) Participation or Participating in a Public Offering
Participation in the preparation of the offering or other documents, participation in the distribution of the offering on an underwritten, non-underwritten, or any other basis, furnishing of customer and/or broker lists for solicitation, or participation in any advisory or consulting capacity to the issuer related to the offering, but not the preparation of an appraisal in a savings and loan conversion or a bank offering or the preparation of a fairness opinion pursuant to SEA Rule 13e-3.
(6) Underwriter and Related Persons
Consists of underwriter's counsel, financial consultants and advisors, finders, any participating member, and any other persons related to any participating member.
(7) Listed Securities
Securities meeting the listing standards to trade on the national securities exchanges identified in Securities Act Rule 146, markets registered with the SEC under Section 6 of the Exchange Act, and any offshore market that is a "designated offshore securities market" under Rule 902(b) of SEC Regulation S.
(8) Derivative Instruments
A derivative instrument is any "eligible OTC derivative instrument" as defined in SEA Rule 3b-13(a)(1), (2) and (3).
(9) Fair Price
A derivative instrument or non-convertible or non-exchangeable debt security has been acquired or entered into at a fair price for purposes of paragraphs (b)(6)(A)(iv), (c)(3)(B)(vi) and (vii), and (e)(5) if the underwriters and related persons have priced the debt security or derivative instrument 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. A derivative instrument or other security received for acting as a private placement agent for the issuer, for providing or arranging a loan, credit facility, merger, acquisition or any other service, including underwriting services, is not included within this "fair price" definition.
(10) Required Filing Date
The required filing date shall be the dates provided in paragraph (b)(4), and for a public offering exempt from filing under paragraph (b)(7), the required filing date for purposes of paragraphs (d) and (g) shall be the date the public offering would have been required to be filed with FINRA but for the exemption.
(11) Company
A corporation, a partnership, an association, a joint stock company, a trust, a fund, or any organized group of persons whether incorporated or not; or any receiver, trustee in bankruptcy or similar official or any liquidating agent for any of the foregoing, in his capacity as such.
(12) Effective Date
The date on which an issue of securities first becomes legally eligible for distribution to the public.
(13) Immediate Family
The parents, mother-in-law, father-in-law, spouse, brother or sister, brother-in-law or sister-in-law, son-in-law or daughter-in-law, and children of an employee or associated person of a member, except any person other than the spouse and children who does not live in the same household as, have a business relationship with, provide material support to, or receive material support from, the employee or associated person of a member. In addition, the immediate family includes any other person who either lives in the same household as, provides material support to, or receives material support from, an employee or associated person of a member.
(14) Person
Any natural person, partnership, corporation, association, or other legal entity.
5100. SECURITIES OFFERINGS, UNDERWRITING AND COMPENSATION
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
5120. Offerings of Members’ Securities
5130. Restrictions on the Purchase and Sale of Initial Equity Public Offerings
5140. Integrity of Fixed Price Offerings
5150. Fairness Opinions
5160. Disclosure of Price and Concessions in Selling Agreements
5190. Notification Requirements for Offering Participants
5200. QUOTATION AND TRADING OBLIGATIONS AND PRACTICES
5210. Publication of Transactions and Quotations
5220. Offers at Stated Prices
5230. Payments Involving Publications that Influence the Market Price of a Security
5240. Anti-Intimidation/Coordination
5250. Payments for Market Making
5260. Prohibition on Transactions, Publication of Quotations, or Publication of Indications of Interest During Trading Halts
5270. Front Running of Block Transactions
5280. Trading Ahead of Research Reports
5290. Order Entry and Execution Practices
5300. HANDLING OF CUSTOMER ORDERS
5310. Best Execution and Interpositioning
5320. Prohibition Against Trading Ahead of Customer Orders
5330. Adjustment of Orders
5340. Pre-Time Stamping
5350. Stop Orders
5000. SECURITIES OFFERING AND TRADING STANDARDS AND PRACTICES
5100. SECURITIES OFFERINGS, UNDERWRITING AND COMPENSATION
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
(a) Definitions
For purposes of this Rule, the following terms shall have the meanings stated below. The definitions in Rule 5121 are incorporated herein by reference.
(1) Issuer
The issuer of the securities offered to the public, any selling security holders offering securities to the public, any affiliate of the issuer or selling security holder, and the officers or general partners, directors, employees and security holders thereof.
(2) Net Offering Proceeds
Offering proceeds less all expenses of issuance and distribution.
(3) Offering Proceeds
Public offering price of all securities offered to the public, not including securities subject to any overallotment option, securities to be received by the underwriter and related persons, or securities underlying other securities.
(4) Participating Member(s)
Any FINRA member that is participating in a public offering, any associated person of the member, any members of their immediate family, and any affiliate of the member.
(5) Participation or Participating in a Public Offering
Participation in the preparation of the offering or other documents, participation in the distribution of the offering on an underwritten, non-underwritten, or any other basis, furnishing of customer and/or broker lists for solicitation, or participation in any advisory or consulting capacity to the issuer related to the offering, but not the preparation of an appraisal in a savings and loan conversion or a bank offering or the preparation of a fairness opinion pursuant to SEA Rule 13e-3.
(6) Underwriter and Related Persons
Consists of underwriter's counsel, financial consultants and advisors, finders, any participating member, and any other persons related to any participating member.
(7) Listed Securities
Securities meeting the listing standards to trade on the national securities exchanges identified in Securities Act Rule 146, markets registered with the SEC under Section 6 of the Exchange Act, and any offshore market that is a "designated offshore securities market" under Rule 902(b) of SEC Regulation S.
(8) Derivative Instruments
A derivative instrument is any "eligible OTC derivative instrument" as defined in SEA Rule 3b-13(a)(1), (2) and (3).
(9) Fair Price
A derivative instrument or non-convertible or non-exchangeable debt security has been acquired or entered into at a fair price for purposes of paragraphs (b)(6)(A)(iv), (c)(3)(B)(vi) and (vii), and (e)(5) if the underwriters and related persons have priced the debt security or derivative instrument 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. A derivative instrument or other security received for acting as a private placement agent for the issuer, for providing or arranging a loan, credit facility, merger, acquisition or any other service, including underwriting services, is not included within this "fair price" definition.
(10) Required Filing Date
The required filing date shall be the dates provided in paragraph (b)(4), and for a public offering exempt from filing under paragraph (b)(7), the required filing date for purposes of paragraphs (d) and (g) shall be the date the public offering would have been required to be filed with FINRA but for the exemption.
(11) Company
A corporation, a partnership, an association, a joint stock company, a trust, a fund, or any organized group of persons whether incorporated or not; or any receiver, trustee in bankruptcy or similar official or any liquidating agent for any of the foregoing, in his capacity as such.
(12) Effective Date
The date on which an issue of securities first becomes legally eligible for distribution to the public.
(13) Immediate Family
The parents, mother-in-law, father-in-law, spouse, brother or sister, brother-in-law or sister-in-law, son-in-law or daughter-in-law, and children of an employee or associated person of a member, except any person other than the spouse and children who does not live in the same household as, have a business relationship with, provide material support to, or receive material support from, the employee or associated person of a member. In addition, the immediate family includes any other person who either lives in the same household as, provides material support to, or receives material support from, an employee or associated person of a member.
(14) Person
Any natural person, partnership, corporation, association, or other legal entity.
