The New Jersey rule would establish a standard of conduct that is largely open-ended. Firms will have an extremely difficult time, if not an impossible time, establishing and demonstrating compliance.

Further, it does not seem possible that a broker-dealer could cost-justify obtaining the necessary information in regard to a customer's financial and personal situation while charging only a transaction fee. As a result, investors will be required either to make investment…

Perhaps this is a rule that requires revisiting.  It is clearly to the benefit of the issuer that its shares should have a trading market.  On the other hand, the broker-dealer that files a Form 211 can expect to realize only a very small part of any benefit that results from the filing of the Form.  So why not let issuers pay for the filing of the Form?  Would it provide investors in small companies with liquidity that they might not otherwise have?  If so,…

As the authority of the regulatory agencies grows and the regulators become fearful of second-guessing by Congress, it becomes more and more difficult for the agencies to issue relief or make decisions at a pace that is proportionate to the needs of the market for clarification or liberalization. Requiring all rule relief to be issued through a rulemaking process would further reduce the speed of governmental action.

The path regulators might take is (i) toward more…

This is an interesting, even if somewhat obscure, interpretation. A reasonable guess is that the purpose of the interpretation is to allow smaller firms to participate in underwriting without taking the capital charge (or the underwriting risk). While the public policy of this interpretation is clear, it also means that the prospectus disclosure of the underwriters and their underwriting commitment is no longer accurate; i.e., firms that seem to be at risk in an underwriting may…