FINRA SIE/6/7 DUMP SHEET

Regulators, laws, rules Achievable

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Securities and Exchange Commission (SEC Securities Act of 193 FINRA RULE
Federal agency regulating securities markets and participant Primary market legislatio Communication
3 prong mission Requires issuers make disclosures by prospectu Correspondenc
Protect investor Registration form filed, 20 day cooling off perio 25 or fewer retail investors in 30 day
Maintain fair, orderly, and efficient market Allowed = indications of interest, tombstone, red herrin Emails, small group letters, etc
Facilitate capital formatio Prohibited = sales, recommendations, advertisin No principal per-approva
Enforces all federal securities legislation, including Exempt securitie No filing with FINRA, but subject to revie
Securities Act of 193 Regulation A Retail communication
Securities Exchange Act of 193 Small dollar offering rul More than 25 retail investors in 30 day
Investment Company Act of 194 Tier 1 - up to $20 millio Websites, billboards, mass mailings, etc.
Insider Trading Act of 1988 Tier 2 - up to $75 millio Principal pre-approval require
Financial Industry Regulatory Authority (FINRA Subject to purchaser limits (10% rule RCs filed with FINRA 10 days before use (per-filing
Self-regulatory organizatio Regulation RCs from firms in 1st year of busines
Regulates securities firms and registered representative Private placement exemptio Investment company performance ranking
Controls the registration proces May offer to unlimited accredited investor Securities futures communication
Requires representatives to register via Form U No more than 35 non-accredited investor RCs filled with FINRA within 10 days of use (post-filing)
Form U4 disclosure Accredited investor Investment company material without perf. rank
10 year employment history $1 million net worth (excl. residence DPP and CMO communication
5 year residence history $200k (single) income / $300k (joint) incom Securities derivatives communication
All criminal history Financial institution Institutional communication
All financial histor Non-financial orgs w/ $5 million+ in asset Only made available to institutional investor
Outside business activities Officers, directors, or partners of issue No principal pre-approval or filing with FINR
Regulatory punishment Series 7, 65, or 82 holder Public appearances
Statutory disqualification Rule 14 Unscripted seminars or interviews on media program
Any felony conviction (last 10 years Intrastate offering rul No pre-approval or filing with FINR
Securities-related misdemeanor convictions (last 10 years Avoids SEC registration if offered in one state onl Subject to written supervisory procedures (firm-based
License suspended or revoked by another regulato May re-sell to another state resident immediately Continuing education (CE
Proof of false statements mad Must wait 6 months to re-sell outside of state Regulatory element C
Form U4 submitted to CR Securities Exchange Act of 193 Conducted and facilitated by FINR
U4 disclosures made public to BrokerChec Secondary market legislation Must be completed annuall
Facilities code of procedur Regulates securities markets and their participant Firm element C
May institute punishments for firms or representatives Created the SE Conducted and facilitated by member firm
Censure All forms of fraud are illegal and prohibite Must be completed annually
Fine Market manipulation is prohibite Maintaining Qualifications Program (MQP
Registration suspension or revocation Spreading false rumor Allows former reps to retain FINRA licenses for 5 year
Municipal securities rulemaking board (MSRB Pump and dump scheme Must continue CE after leaving the industr
Self regulatory organization governing the municipal Painting the tape / matched order Outside business activities (OBAs
market Marking the open or close Representatives must disclose earnings outside of fir
Writes municipal regulations, does not enforc Written disclosure to firm required (firm may deny OBA
Insider Trading Act of 198 G ift
Enforces MSRB rules (securities firms) Trading prohibited on material, non-public informatio Maximum $100 in gift value may be give
SE $25 million max fine (firms Business entertainment not subject to $100 limit (not excessive
FINR $5 million max fine, 20 year max jail sentence Performing securities transactions outside of fir
Enforces MSRB rules (banks) (individuals Considered “selling away” - may if
The Federal Reserves Boar Treble civil penalties (3x profit made or loss avoided) Written disclosure fir
Office of Comptroller of the Currenc Regulation S- Written approval form firm if being pai
Federal Deposit Insurance Corporation (FDIC) Firms must safeguard non=public customer Recordkeeping requirement
North American Securities Administrators Association informatio 3 years - employee records, trade confirms, statement
(NASAA Must provide easy “opt out 4 years - complaints (FINRA
Regulates financial industry at the state leve Privacy notices required at account opening + annually 5 years - CTRs, SARs, CIP informatio
Enforces provisions of the Uniform Securities Act 6 years - Customer account records, complaints (MSRB
Lifetime - SPA
S - stock certificate
P - partnership agreement
A - articles of incorporatio
M - meeting minutes