Amendments to FINRA Rules 5130 and 5131 Effective January 1, 2020

December 26, 2019

The Financial Industry Regulatory Authority (FINRA) has announced that its amendments to Rules 5130 and 5131 (the Rules) pertaining to allocations of new issues will be effective on January 1, 2020.[1] Broker-dealers and other affected firms are encouraged to update relevant documents.

The amendments, among other things, create additional general exemptions from the Rules and specific exclusions from “restricted persons” in Rule 5130, which together will permit FINRA member firms to allocate new offerings of equity securities or “new issues” to certain entities and individuals previously unable to receive allocations.[2] Please see our LawFlash of November 13, 2019, discussing all the amendments to the Rules.[3]

In addition to announcing the effective date for the amendments to the Rules, FINRA reiterated that the amendments

  • clarify interpretations of the Rules;
  • harmonize the Rules with other regulations;
  • replace case-by-case exemptions with general relief;
  • create alternative means to qualify for an exemption; and
  • align the Rules with each other.

Next Steps

The amendments to Rules 5130 and 5131 are effective January 1, 2020. We encourage affected broker-dealers to update their account opening documents and other firms, such as private funds, to update documents such as subscription documents, in order to gather updated information. These updates should allow FINRA member firms to broaden the universe of investors to which they can allocate new issues. 


If you have any questions or would like more information on the issues discussed in this LawFlash, please contact the author, Amy Natterson Kroll, in our Washington, DC, office, or any of the following Morgan Lewis lawyers:

Richard Goldman
David Boch
Steven Giordano
Omar Hemady
Stephen Tirrell

New York
Christopher Dlutowski
Jedd Wider
Joseph Zargari

Ethan Johnson

Tim Levin
Jack O’Brien

Washington, DC
Amy Natterson Kroll
Steven W. Stone
Ignacio A. Sandoval
David A. Sirignano

[1] See Initial Public Offering (IPO) Rules, Regulatory Notice 19-37, Financial Industry Regulatory Authority (Dec. 19, 2019).

[2] See Notice of Filing of a Proposed Rule Change to Amend FINRA Rule 5130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings) and FINRA Rule 5131 (New Issue Allocations and Distributions), 84 Fed. Reg. 39,029 (Aug. 8, 2019); see also Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing of Partial Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Partial Amendment No. 1, To Amend FINRA Rule 5130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings) and FINRA Rule 5131 (New Issue Allocations and Distributions), 84 Fed. Reg. 61,102 (Nov. 12, 2019).

[3] We have discussed the amendments Rules 5130 and 5131 (collectively, the Rules) in two previous LawFlashes. The first LawFlash discussed the original proposal and the reasoning for the amendments. The second LawFlash discussed the rules as approved by the SEC.