Road Show

Which of the following belongs in a completed financing deal's "deal file"?

1. A.Book-building documents and archived pitch and marketing materialsCorrect. These are explicitly identified as components of the deal file.
2. B.The personal brokerage account statements of the deal team membersWrong. Personal account statements are not part of a transaction's deal file.
3. C.Unrelated deals' pitch books from other clientsWrong. The deal file pertains to this specific transaction, not unrelated engagements.
4. D.The firm's general FINOP net capital worksheetsWrong. Net capital computations are a firm-wide financial function, not part of a specific deal file.

Why: The outline identifies the deal file as including correspondence with underwriting/selling group members and the issuer, archives of pitch and marketing materials, road show information, book-building documents, prospectuses, and copies of underwriting materials.

Six months after a financing closes, a compliance examiner asks to see the syndicate's billing and allotment records for the deal, along with the road show materials used to market it. The IB rep argues these can be discarded now that the deal is closed and settled. Is the rep correct?

1. A.Yes, because recordkeeping obligations end once the deal closes and syndicate accounts are settledWrong. Books-and-records retention obligations continue for defined periods after the transaction closes; settlement does not end them.
2. B.No, but only because the compliance examiner personally requested themWrong. The obligation to retain these records exists independent of any specific examiner request; a request is not what creates the duty.
3. C.Yes, but only if the issuer separately consents to destruction of the recordsWrong. Issuer consent does not override the broker-dealer's own regulatory recordkeeping obligation.
4. D.No, because Rules 17a-3 and 17a-4 require these deal-related records to be preserved for defined retention periodsCorrect. The recordkeeping obligation is separate from, and continues past, deal settlement.

Why: No — books-and-records obligations under Exchange Act Rules 17a-3 and 17a-4 require these categories of deal-related records to be preserved for defined retention periods after the transaction, not discarded once the deal closes and syndicate accounts settle. Settlement of the deal does not end the recordkeeping obligation.