TheCorporateCounsel.net

If you’ve served as underwriters’ counsel for an IPO, you are well aware that several FINRA rules come into play during the IPO process. If you haven’t been involved in many IPOs or you’ve served only in the capacity of issuer’s counsel, then you may not be as familiar with some of the FINRA compliance hurdles your underwriters and their lawyers have to contend with. If you fall into this latter category, then this King & Spalding memo addressing FINRA’s public offering rules is worth your time. Here’s the intro:

This note provides an overview of important FINRA and SEC rules that companies and underwriters should consider in connection with US initial public offerings (IPOs) of equity securities. The discussion regarding FINRA rules focuses on four related areas: the Corporate Financing Rule (Rule 5110), which regulates underwriting terms and compensation; the Conflict of Interest Rule (Rule 5121), which regulates offerings of securities that are subject to a conflict of interest; and the two IPO Allocation Rules: the New Issue Rule (Rule 5130) and the IPO Allocation Rule (Rule 5131). The note also highlights the recent amendments to Rule 5110 that were recently approved by the SEC in 2026, and their potential implications for IPO planning and execution.

The memo also discusses the SEC’s registered offering reform proposal and its implications for the IPO process.

– John Jenkins