i. underwriting agreements

II. THE FINRA REVIEW PROCESS
Conflicts of interest
• The diligence process conducted by underwriters’ counsel through
FINRA questionnaires answered by all participating underwriters also
seeks to uncover any conflicts of interest that any underwriter may
have with the issuer at the time of the offering
• Most common circumstance giving rise to a conflict of interest is the
use of proceeds to repay debt held by the underwriters or their
affiliates
• If a conflict of interest is deemed to exist with an underwriter, that
underwriter may only participate if a “qualified independent
underwriter” (QIU) has also participated in the preparation of the
registration statement and prospectus, exercising usual standards of
due diligence, and if prominent disclosure is included in the prospectus
specifying the nature of the conflict of interest
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