The issuer has received its money, but an underwriter disputes its expenses and a regulator requests an earlier presentation. Your post-execution work determines whether both requests can be answered.
After an offering, you need to establish what participants agreed, what investors received, and how the transaction finished. The deal file is the organized collection of documents and communications that preserves that history. It can link several controlled systems rather than occupy one folder.
Start with the participants. The issuer is the entity issuing securities. The underwriting group consists of firms arranging and underwriting the offering. Selling groups help distribute the securities. Joining a selling group does not, by itself, take on the underwriters' purchase commitment. Selling-group communications belong in the file alongside those of the underwriters.
Build the deal file as the transaction progresses. Trying to reconstruct it afterward can lose earlier presentations, allocation changes, or messages explaining a disputed charge. Organize these materials by transaction, document type, date, and version so another person can retrieve the relevant record.
Common mistakes
- Keeping only final documents. A deal file with one final presentation can omit earlier marketing materials, selling-group correspondence, and cancelled orders that must remain retrievable.
- Applying six years universally. FINRA Rule 4511 does not turn a specified three-year confirmation requirement into six years; identify the actual record category first.
- Using net compensation for 70%. Applying 70% to the net entitlement underpays the member, as Example 2's alternative shows.
Bottom line
- The deal file includes underwriting-group, selling-group, and issuer correspondence, pitch and marketing archives, road-show information, book-building documents, prospectuses, and underwriting materials.
- SEC Rule 17a-3 governs records to make and keep current; Rule 17a-4 governs preservation.
- Blotters and general/customer ledgers generally require six years; orders, confirmations, communications, agreements, and bills generally require three, with the first two easily accessible.
- FINRA Rule 4511 supplies six years only when the relevant rules specify no retention period.
Exam shortcut
Identify the action requested before selecting a rule: creating a record, preserving it, paying a member, or documenting an expense. Circle the issuer-delivery date in a FINRA Rule 11880 question. Cross out pricing and stabilization dates as competing clock triggers. For a debt offering, check currency, private-issuer status, and the money-market exclusion before multiplying anything. Write “gross × 70%” beside an interim-payment question.
The full lesson (about 3,365 words, 22 min read) adds 2 worked examples, all 6 common mistakes, a self-check, free in the app.
Learning objectives
- B19
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