series 82

SEC Announces Major Revisions to Registration Exemptions Aimed at “Harmonizing” Regulation A Offerings, Regulation D Private Placements, and Crowdfunding

On November 2, the SEC announced a collection of rule changes meant to, in the announcement’s words, “harmonize, simplify, and improve” its “overly complex exempt offering framework.” The changes affect Regulation A, which governs small public offerings; Regulation D, which governs private placements; and Regulation CF, which governs crowdfunding. This system of exemptions allows various small offerings to avoid the normal registration process required by the Securities Act.

The rule changes should provide a clearer choice as to which exemption is most appropriate to an issuer, based on how much the issuer needs to raise and other factors.

The changes also seek to clarify how issuers can avoid “integration” of exempt offerings. Integration is the risk that exempt offerings will be considered a single offering by the SEC, because the offerings are too similar.

Highlights of the changes include:

If two exempt offerings are conducted more than 30 days apart, they are almost always protected from integration.
An issuer can “test the waters” with potential investors before deciding which exemption it will use for an offering. Test-the-waters communications solicit interest in a potential offering before the issuer has filed anything with the SEC. Previously, an issuer could only test the waters after deciding that its potential offering would take place under Regulation A.
Caps on the amount that may be raised through these exemptions have been increased:
- Crowdfunding: from $1.07 million to $5 million
- Regulation A, Tier 2: from $50 million to $75 million
- Regulation D, Rule 504: from $5 million to $10 million
Make “bad actor” exclusions more consistent across different exemptions.

The rule changes will take effect early next year. Until the changes take effect, securities exam questions will continue to be based on the old rules. FINRA Exams affected by these rule changes include the SIE, Series 6, Series 7, Series 14, Series 22, Series 24, Series 65, Series 66, Series 79, and Series 82.

Earning Your Securities License May Now Make You an Accredited Investor

On Wednesday, the SEC finalized rule changes that will broaden its definition of “accredited investor” to encompass industry professionals who have earned certain FINRA licenses. Continue reading

On Wednesday, the SEC finalized rule changes that will broaden its definition of “accredited investor” to encompass industry professionals who have earned certain FINRA licenses.

An accredited investor is an investor considered sophisticated enough to weigh an investment’s merits independently. Accredited investors have easier access to certain types of investments, such as private equity offerings.

Under the newly expanded definition, General Securities Representatives (Series 7), Private Securities Offerings Representatives (Series 82), and Licensed Investment Adviser Representatives (Series 65) are now accredited investors. The SEC indicated that it may add other FINRA licenses later. Note that passing the exam by itself does not make you an accredited investor – you must have and maintain the license.

The rule change also allows “spousal equivalents” such as domestic partners to qualify as accredited investors based on the total income and assets of both partners, a benefit previously limited to couples who are legally married. Native American tribes and foreign governments now qualify as accredited investors as well.

The Solomon Exam Prep team is always on the lookout for how current developments affect the securities industry. For more updates from our Industry News blog, use the subscribe form on this page.

Testimonial Tuesday: June 2016 Edition

“I passed my Series 82 with an 86! Thank you!” Continue reading

Smith & Sons

Study Question of the Month – May 2016

This month’s study question from the Solomon Online Exam Simulator question database is now available! Relevant to the Series 7, 62 and 82. —ANSWER POSTED— Continue reading

This month’s study question from the Solomon Online Exam Simulator question database is now available!

***Submit your answer to info@solomonexamprep.com to be entered to win a $10 Starbucks gift card.***

Question (Relevant to the Series 7, Series 62 and Series 82): Which of the following is not true of commercial paper?

Answers:

A. It is used to cover an issuer’s short-term needs such as payroll and inventory

B. It typically matures in less than 90 days, but it can have a term as long as 397 days.

C. It is generally issued in lots of $100,000, but they can be sold at a discount in the primary market

D. Highly rated commercial paper is generally considered safe enough to be purchased by money market funds, but it is rarely purchased by retail investors.

Correct Answer: B. It typically matures in less than 90 days, but it can have a term as long as 397 days.

Rationale: Large corporations, banks, and financial firms with high credit ratings may issue commercial paper to cover short-term needs, such as payroll and inventory, and to finance general operations. Commercial paper is unsecured and issued at a discount, and typically matures in less than 90 days, although it can have a term as long as 270 days. It is generally issued in lots of $100,000, but they can be sold at discount in the primary market. Even though it is unsecured, because it is short-term and issued only by banks and large corporations with high credit ratings, commercial paper is generally considered safe enough to be purchased by money market funds, but it is rarely purchased by retail investors.

Congratulations Alexander B. this month’s Study Question of the Month winner!

***Submit your answer to info@solomonexamprep.com to be entered to win a $10 Starbucks gift card.***

Study Question of the Month – April 2016

This month’s study question from the Solomon Online Exam Simulator question database is now available! Relevant to the Series 6, 7, 24, 26, 62, and 82. –ANSWER POSTED– Continue reading

This month’s study question from the Solomon Online Exam Simulator question database is now available!

***Submit your answer to info@solomonexamprep.com to be entered to win a $10 Starbucks gift card.***

Question (Relevant to the Series 6, Series 7, Series 24, Series 26, Series 62, and Series 82): Which of the following would most likely be classified as a branch office?

Answers:

A. The floor of a registered exchange

B. A vacation home where the registered representative works for 45 business days a year

C. A customer service office where no sales activities are conducted

D. A location used primarily for non-securities activities and from which 25 securities transactions are effected a year

Correct Answer: B. A vacation home where the registered representative works for 45 business days a year

Rationale: A branch office is any location where one or more associated employees is in the business of soliciting or effecting (but not executing) the purchase or sale of any security.

A location outside of a primary residence, for example, a vacation home, is considered a non-branch location as long as it is used for securities business fewer than 30 business days per year.

The floor of a registered exchange is also considered a non-branch office if it is where a member firm conducts business with public customers.

Other examples of non-branch offices include:

Any location that is used primarily to engage in non-securities activities and from which the associated persons effect no more than 25 securities transactions in any one calendar year (provided that any retail communication identifying such location also sets forth the address and telephone number of the location from which the associated persons conducting business at the non-branch locations are directly supervised)
Any office location established solely for customer service and/or back office type functions where no sales activities are conducted

Congratulations to Alexa M. this month’s Study Question of the Month winner!

Solomon’s Industry News: November 2015 Edition

Solomon Exam Prep is happy to release this month’s edition of “Solomon’s Industry News.” Continue reading

Solomon Exam Prep is happy to release this month’s edition of “Solomon’s Industry News.” Every month we will send out industry updates from the past month, so you can stay current and up-to-date on everything that is happening here at Solomon Exam Prep and in the industry.

Check out this month’s edition here: Solomon’s Industry News – November 2015.

To be added to our monthly mailing list, please click here.

New Series 82 Exam Study Guide

The securities world is constantly changing, and Solomon Exam Prep works to provide you with the most accurate and up-to-date exam materials on the market. Our brand new 2nd edition of The Solomon Exam Prep Guide to the Series 82 Limited Representative – Private Securities Offerings Representative Exam features 100 new practice questions, new visuals and examples, and expanded material on subjects throughout the book… Continue reading

The securities world is constantly changing, and Solomon Exam Prep works to provide you with the most accurate and up-to-date exam materials on the market. Our brand new 2^nd edition of The Solomon Exam Prep Guide to the Series 82 Limited Representative – Private Securities Offerings Representative Exam features 100 new practice questions, new visuals and examples, and expanded material on subjects throughout the book, including:

Updated FINRA rules
Regulation A+
Regulation D
Money market instruments
Insider trading
New suitability rules
Taxation

and much more that you will need to know to pass the Series 82 and sell private placements.

The Series 82 is a difficult exam, but with our guide you will approach the test fully prepared and be ready to enter the private securities industry with knowledge and expertise. As Solomon Exam Prep President Jeremy Solomon says, “The increase in the numbers of people taking the Series 82 has mirrored the rise in the sale of private securities. The Series 82 isn’t as extensive as some other FINRA exams, but it is not an easy exam for most test-takers. That’s because three-quarters of the exam is on the regulation of securities and handling customer accounts, topics many professionals in the world of private placements may not be familiar with. Becoming familiar with securities industry rules and laws generally means reading and practicing, something busy securities professionals often have difficulty finding the time for. That’s why Solomon study materials are so valuable — they make the process highly efficient and guide test-takers to success.”

Solomon Exam Prep has helped thousands of financial professionals pass their FINRA, NASAA, and MSRB securities regulatory exams including the Series 6, 7, 24, 26, 27, 28, 51, 52, 53, 55, 62, 63, 65, 66, 79, 82, and 99. The Solomon Exam Prep training system includes print and digital Exam Study Guides, Online Exam Simulators, Audiobooks, and Video Lectures to address the learning needs of all kinds of test-takers.

FINRA Enacts New Rule 2040 on Payments to Unregistered Persons

FINRA Rule 2040 became effective August 24, 2015. It replaces NASD Rules 2420 and 1060(b). This change affects the Series 6, 7, 24, 26, 27, 28, 62, and 82 exams. Continue reading

FINRA Rule 2040 became effective August 24, 2015. It replaces NASD Rules 2420 and 1060(b). This change affects the Series 6, 7, 24, 26, 27, 28, 62, and 82 exams.

FINRA Rule 2040 explains that an entity must register as a broker-dealer in order to receive commissions and fees for a securities transaction, unless it is a transaction that does not require registration. FINRA does not explicitly outline which transactions do not require registration, but it states that member firms can make this determination on their own by:

Relying on releases, no-action letters, and interpretations from the SEC
Requesting a no-action letter from the SEC
Seeking a legal opinion

Rule 2040 further states that retired representatives may continue to be paid commissions on customer accounts if the representative and member have agreed upon the continuing payments before retirement.

Finally, Rule 2040 (c) states that members may conduct transactions with foreign finders as long as certain requirements are met, including:

The member firm is sure that the finder does not need to register as a broker-dealer in the U.S. and the compensation arrangement doesn’t violate foreign law
Neither the finder nor the customer is a U.S. citizen, and both live abroad
Customers receive a document disclosing the compensation paid to the finder by the member firm
Customers acknowledge receipt of this disclosure to the member firm in writing, which the firm retains and keeps available for inspection
Confirmation of each transaction indicates that a finder’s fee is being paid by written agreement

Source: Regulatory Notice 15-07

FINRA Institutes Rule 2241, Replacing NASD Rule 2711 and NYSE Rule 472

On September 25, 2015, FINRA implemented a new rule regarding the relationship between investment banking personnel and research analysts. FINRA rule 2241 replaces NASD Rule 2711 and NYSE Rule 472. NASD Rule 2711 was created to prevent investment bankers from pressuring research analysts at the investment bank to write favorable research reports about securities that the investment bank was distributing or planning to distribute. Continue reading

The new rule is similar to the rules it replaces with a series of changes that will be implemented to further promote objective and reliable research.

The new rule requires member firms to establish, maintain and enforce written procedures regarding conflicts of interest between research analysts and other people within the firm (e.g., personnel from investment banking, trading and sales). The written policies and procedures should allow analysts to produce objective and reliable research that reflects their true opinions about the securities they are evaluating. The policies and procedures should prevent firms from using research to manipulate or condition the market.

Rule 2241 prevents investment banking personnel from reviewing research reports for factual accuracy before publication. This practice was allowed in the previous rule. Also, firms must specify in their policies and procedures if and when non-research personnel would be allowed to review a research report before publication. If such prepublication review by non-research personnel is permitted then a firm’s written policies and procedures must specify under what circumstances that would be necessary and appropriate. Under the new rule, a FINRA member firm’s written policies and procedures must prohibit pre-publication review of research reports by a subject company (i.e., an issuer) for purposes other than fact-checking.

The new rule says that firms must establish information barriers to ensure that research analysts are insulated from the review, pressure or oversight of other personnel, such as investment banking, sales, and trading. The rule also extends the prohibition on retaliation, preventing employees from retaliating against a research analyst for writing an unfavorable report.

Interestingly, the rule 2241 reduces the quiet periods for IPOs to 10 days for all underwriters and dealers involved in the IPO (it was formerly 40 days for managers and co-managers and 25 days for underwriters and dealers). The quiet period has been reduced to three days for managers or co-managers on follow-on offerings. During a quiet period, firms may not publish or distribute research reports about the issuer, and research analysts may not make public appearances about the issuer.

The new rule continues to prevent investment-banking personnel from supervising research analysts or exerting any influence over analysts’ compensation. In addition, research analysts may not participate in the solicitation of investment banking business. Moreover, research analysts may not communicate with a customer or prospective customer about an investment banking transaction in the presence of the firm’s management or investment banking department personnel. Similarly, investment-banking personnel are forbidden from directing a research analyst either to participate in soliciting investment-banking business or to communicate with a customer or prospective customer about an investment banking transaction.

Note: In 2012, the Jumpstart Our Business Startups (JOBS) Act loosened constraints on research analysts for emerging growth companies (EGCs), defined as businesses with less than $1 billion in revenue. Specifically, the JOBS Act prohibits regulators from imposing a quiet period on EGCs. This means that research analysts from an underwriting firm that participated in an emerging growth company’s IPO may make both public appearances and distribute research reports during the quiet period. If the company is an emerging growth company, a research analyst may attend a pitch meeting, but not participate in soliciting investment-banking business.

Source: Regulatory Notice 15-30

This alert applies to the Series 7, Series 24, Series 79, and Series 82.

Exam Alert: FINRA Provides Guidance on Communications

On May 22, 2015, FINRA issued guidance concerning communications with the public. Here are some notable points from the guidance… Continue reading

On May 22, 2015, FINRA issued guidance concerning communications with the public. Here are some notable points from the guidance.

Non-promotional communications (i.e. communications that do not promote or recommend a specific product or service) do not need to be filed with FINRA
Electronic forum posts are considered retail communication, but are specifically excluded from filing requirements
Template updates do not need to be filed with FINRA if all that changed was statistical information
Various non-material changes to previously filed communications do not require refiling the communication
A reprinted article does not need to be filed with FINRA
Promotional items that only have the name of a mutual fund are not considered “advertisements” under Rule 482
If a firm includes mutual fund performance in a retail communication or correspondence, they must also include the fund’s expense ratio
Firm must file retail communications regarding registered business development companies
A Series 26 registration does not permit a principal to approve retail communications concerning a business development company. The principal must have a Series 24, Series 9/10, or Series 39 registration instead.

Sources:
Regulatory Notice 15-17: Guidance on Rules Governing Communications With the Public
FINRA Rule 2210 Questions and Answers

This alert applies to the Series 6, Series 7, Series 9/10, Series 24, Series 26, Series 39, Series 62, Series 82, and Series 99.