FINRA proposes to adopt new Rule 5123 concerning private placements of securities. In essence, Rule 5123 would bar the private placement of securities unless the vendor specifically and expressly notifies all customers of terms of the private placement and the people with a financial interest in it. Generally, proposed FINRA Rule 5123 would affect members and associated persons that offer or sell applicable private placements or participate in the preparation of private placement memoranda ("PPMs"), term sheets or other disclosure documents connected to those placements. Those members would be required to provide disclosures to each investor prior to sale describing the anticipated use of offering proceeds, and the amount and type of offering expenses and offering compensation. Rule FINRA 5123 also would require that the PPM, term sheet or other disclosure document, and any exhibits thereto, be filed with FINRA no later than 15 calendar days after the date of the first sale. Any material amendments to such document, or any amendments to the disclosures mandated by the Rule, must be filed no later than 15 calendar days after the date such document is provided to any investor or prospective investor. For more details, please see [FINRA Filing 11-57].  To see our related private placement story involving individuals sanctioned in 5 FINRA September Disciplinary Actions, click on:  WWW Story, 10/17.