The SEC recently approved Finra Rule 5123 and will create a private placement filing system under which member firms will be required to file the Private Placement Memorandum, Term Sheet, or other Offering Document for deals they sell.  The new rule will go into effect on December 3, 2012.  See Finra NTM 12-40 for details.  (NTM 12-40)

There are many exemptions to this filing requirement, including an exemption for deals that only allow accredited investors.  This will allow most private placements to avoid the filing requirement.

Rule 5123 does not exempt member firms from conducting due diligence into private placements that they offer.  These duties are covered in NTM 10-22.  (NTM 10-22)