NASDAQ OFFERS NO REGULATION MARKET FOR THE SUPER RICH

DAVID CHO, WASH POST - NASDAQ [is launching] what its executives are calling one of the most significant developments on Wall Street in decades -- a private stock market for super-wealthy investors.

Any private firm can list on NASDAQ's new platform, which is called the Portal Market, and raise money by selling stock to an elite group of shareholders. These companies would remain private and not have to make public their financial statements or submit to federal regulation, such as the Sarbanes-Oxley corporate accountability law.

Once a tiny influence on the markets, private money has gained unprecedented power on Wall Street. This year, the biggest deals have been swung not by public companies, but by private-equity firms that are spending hundreds of billions of dollars to buy household names, such as Hilton Hotels, Sallie Mae and Chrysler, and turn them into private companies.

For the first time last year, corporate America raised more money -- $162 billion -- from private investors than from initial public offerings, which raised $154 billion from the three major U.S. stock markets . . .

The boom in private money has become so important to the financial system that major investment banks, including Goldman Sachs, Merrill Lynch, Lehman Brothers and Citigroup are setting up rival private stock markets of their own. But none will be as large as Portal, which will list the shares of about 500 firms on its first day of trading.

Ordinary investors can only participate indirectly if their mutual fund creates an account to trade on the private markets. . .

Portal is the first centralized private stock market for an elite class of investors called Qualified Institutional Buyers, or "QIBs," that was created in 1990 by securities rule 144A. This law defined QIBs as investing institutions with at least $100 million in assets. It also allowed private companies to raise money by selling shares only to QIBs and remain exempt from regulatory scrutiny. These firms, however, disclose their financial statements to their investors.