5110. Corporate Financing Rule — Underwriting Terms and Arrangements

(a) Requirements for Public Offerings
(1) General
(A) No member or person associated with a member shall participate in a public offering in which the terms and conditions relating thereto, including the aggregate amount of underwriting compensation, are unfair or unreasonable pursuant to this Rule or inconsistent with any By-Law or any rule or regulation of FINRA.
(B) Any member acting as a managing underwriter or in a similar capacity must noti

5123. Private Placements of Securities

(a) Filing Requirements
Each member that sells a security in a non-public offering in reliance on an available exemption from registration under the Securities Act ("private placement") must: (i) submit to FINRA, or have submitted on its behalf by a designated member, a copy of any private placement memorandum, term sheet or other offering document, including any materially amended versions thereof, used in connection with such sale within 15 calendar days of the date of first sale; or (ii) not

5121. Public Offerings of Securities With Conflicts of Interest

(a) Requirements for Participation in Certain Public Offerings
No member that has a conflict of interest may participate in a public offering unless the offering complies with subparagraph (1) or (2).
(1) There must be prominent disclosure of the nature of the conflict of interest in the prospectus, offering circular or similar document for the public offering, and one of the following conditions must be met:
(A) the member(s) primarily responsible
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