Capital Markets and Corporate Finance Activities

Broker-dealers participate in securities offerings and transactions relating to corporate events (such as mergers, acquisitions, and tender and exchange offers) in a variety of capacities. These activities subject broker-dealers to a variety of legal and regulatory requirements under the federal securities laws as well as the rules of the Financial Industry Regulatory Authority (FINRA) and other self-regulatory organizations (collectively, including FINRA, “SROs”).

This chapter discusses various regulatory compliance issues for broker-dealers and their associated persons who engage in investment banking activities with respect to public offerings and private placements of securities, participate in distributions of securities, issue fairness opinions, act as dealer-manager in connection with corporate events, or effect issuer stock repurchases.

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