What action must an issuer take if found to have a conflict of interest?

When an issuer is found to have a conflict of interest, it is required to hire a qualified independent underwriter. This requirement is in place to ensure that the underwriting process remains fair and unbiased, particularly when the issuer’s management or its affiliated members may influence the pricing or terms of the offering due to their personal interests.

A qualified independent underwriter is someone who is not associated with the issuer and can objectively evaluate the offering. By having this independent party involved, it helps to mitigate any potential abuse and reinforces transparency in the underwriting process. This is crucial in maintaining investor confidence and ensuring that all stakeholders have access to a fair assessment of the risks associated with the offering.

The other actions listed, while potentially beneficial or necessary in other contexts, do not specifically address the regulatory requirements related to conflicts of interest in underwriting transactions. For instance, hiring an independent auditor may provide certain financial insights, but it does not directly resolve the conflict issue in the context of underwriting. Similarly, notifying the SEC or disclosing the conflict in marketing materials, while important in many respects, does not actively remedy the situation by ensuring proper oversight of the underwriting process through an independent third party.