WASHINGTON—FINRA announced today the election or appointment of four Governors to its Board of Governors:

• Chris W. Flint, President & Chief Executive Officer, ProEquities, Inc. and Senior Vice President, Distribution Companies for Protective Life Insurance Company, was elected by large firms as a Large Firm Governor, one of three representatives of large firms on the Board.
• FINRA small firms elected Linde Murphy, Chief Compliance Officer, M.E. Allison & Co., Inc., as one of three small firm representatives on the Board of Governors.

The two newly elected Governors join two new public Governors on FINRA’s Board. The two new public Governors, who were nominated by the Nominating Committee and approved by the full Board at its July Meeting in Washington, DC, are:

• Camille Busette, Director of the Race, Prosperity, and Inclusion Initiative and Senior Fellow in Governance Studies at the Brookings Institution; and
• Ethiopis Tafara, Vice President and General Counsel of Legal, Compliance Risk and Sustainability at the International Finance Corporation (part of the World Bank Group).
• Read more here!

Regulatory Notice 19-27

Summary:

FINRA is conducting a retrospective review to assess the effectiveness and efficiency of its rules and administrative processes that help protect senior investors from financial exploitation. The protection of senior investors is a top priority for FINRA. As such, FINRA is interested in whether additional tools, guidance or changes to FINRA rules or administrative processes are appropriate to further address suspected financial exploitation and other circumstances of financial vulnerability for senior investors.

This Notice outlines the general retrospective rule review process, summarizes the rules and administrative processes that most directly apply to financial exploitation of senior investors, and seeks responses to a number of questions related to addressing financial exploitation. Comment Period Expires: October 8, 2019

Questions regarding this Notice should be directed to:

• James S. Wrona, Vice President and Associate General Counsel, Office of General Counsel (OGC), at (202) 728-8270;
• Jeanette Wingler, Associate General Counsel, OGC, at (202) 728-8013;
• Lori Walsh, Deputy Chief Economist, Office of the Chief Economist (OCE), at (202) 728-8323; or
• Dror Y. Kenett, Economist, OCE, at (202) 728-8208.

View Full Notice Here:

to Require Reporting of Transactions in U.S. Dollar-Denominated Foreign Sovereign Debt Securities to TRACE. Comment Period Expires: September 24, 2019.

Regulatory Notice 19-25

Summary:

FINRA requests comment on a proposal to expand TRACE reporting requirements to collect information on trades in foreign sovereign debt securities that are U.S. dollar-denominated. Issuance activity in these debt securities has accelerated in recent years and FINRA believes the proposal would provide important regulatory information on an increasingly active segment of the market. Under the proposal, trades in U.S. dollar-denominated foreign sovereign debt securities would be subject to same-day reporting and would not be disseminated publicly. The proposed rule text is set forth in Attachment A.

Questions regarding this Notice should be directed to:

• Alié Diagne, Director, Transparency Services, at (212) 858-4092 or;
• Joseph Schwetz, Senior Director, Market Regulation, at (240) 386-6170;
• Alex Ellenberg, Associate General Counsel, Office of General Counsel (OGC), at (202) 728-8152; or
• Cara Bain, Assistant General Counsel, OGC, at (202) 728-8852.

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Last week, FINRA’s Board of Governors met in Washington, DC for their July 2019 meeting.

FINRA CEO Robert Cook, Chairman Bill Heyman, Board members and FINRA staff provide updates from the 2019 FINRA Board of Governors meeting. Click the link to view the video now! http://www.finra.org/industry/july-2019-board-update

This reference guide covers a range of private placement topics, from the basic question of “What is a private offering?” to more technical discussions on broker-dealer compliance with FINRA’s private placement rules.

1. The Basics – What Is a Private Placement?

Private placements are unregistered, non-public securities offerings that rely on an available exemption from registration with the Securities and Exchange Commission (SEC). Unregistered offerings of securities must rely on an exemption from registration under either Sections 3 or 4 of the Securities Act of 1933 (the ’33 Act^[1].) Most private offerings, however, are sold pursuant to three “safe harbor” rules promulgated under the ’33 Act; Regulation D, Rules 504,^[2] 506(b),^[3] and 506(c).^[4] These rules provide issuers with a clearer and more objective set of requirements for which their offerings may qualify for exemption from registration.

Of the approximate 4,000 FINRA-registered member firms, nearly a quarter (or 23%) have reported revenue from private placement activities during the past five years. Many of these firms are not frequent filers, having submitted fewer than five filings. The following information provides guidance which may be helpful to member firms that are either first-time or infrequent filers or have limited compliance resources.

Click here to read more about private placement topics!

Regulatory Notice 19-22

Comment Period Expires: September 7, 2019

FINRA Requests Comment on a Proposal to Publish ATS Volume Data for Corporate Bonds and Agency Debt Securities on FINRA’s Website.

FINRA requests comment on a proposal to expand the alternative trading system (ATS) volume data that it publishes on its website to include information on transactions in corporate bonds and agency debt securities that occur within an ATS and are reported to FINRA’s Trade Reporting and Compliance Engine (TRACE).

Questions concerning this Notice should be directed to:

• Chris Stone, Vice President, Transparency Services, at (202) 728-8457;
• Patrick Geraghty, Vice President, Market Regulation, at (240) 386-4973;
• Racquel Russell, Associate General Counsel, Office of General Counsel (OGC), at (202) 728-8363; or
• Robert McNamee, Assistant General Counsel, OGC, at (202) 728-8012.

View Full Notice Here:

Regulatory Notice 19-21

Pursuant to FINRA Rule 4210(f)(8)(A), FINRA is establishing higher strategy-based margin requirements for exchange-traded notes (ETNs) and options on ETNs in light of the complex nature of these products.  The new requirements for initial and maintenance margin are detailed below.

In addition, FINRA is clarifying that ETNs and options on ETNs are not eligible for portfolio margining under FINRA Rule 4210(g).

If these measures would result in undue hardship to a firm or its customers, the firm may submit a written request to FINRA for additional time to comply with this Notice.

View Full Notice Here!

Questions concerning this Notice should be directed to:

• Adam Rodriguez, Director, Credit Regulation, at (646) 315-8572;
• Joseph David, Principal Specialist, at (646) 315-8444; or
• Kathryn Moore, Associate General Counsel, Office of General Counsel, at (202) 728-8200.

SR-FINRA-2019-017 – Proposed Rule Change to Amend FINRA Rules 2210 (Communications with the Public) and 2241 (Research Analysts and Research Reports).

Financial Industry Regulatory Authority, Inc. (“FINRA”) is filing with the Securities and Exchange Commission (“SEC” or “Commission”) proposed amendments to FINRA Rule 2210 (Communications with the Public) and FINRA Rule 2241 (Research Analysts and Research Reports) required by the Fair Access to Investment Research Act of 2017 (“FAIR Act”).

The proposed rule change would eliminate the “quiet period” restrictions in Rule 2241 on publishing a research report or making a public appearance concerning a covered investment fund and would create a filing exclusion under FINRA Rule 2210 for covered investment fund research reports.

Click here to read more regarding the proposed rule change.

FINRA is publishing its quarterly OTCBB/OTC Equities High Price Dissemination List for the first quarter of 2019. This updated list of OTC equity securities eligible for trade report dissemination for trades of fewer than 100 shares is effective as of June 14, 2019. To view changes, visit the Daily List: Security Attribute Changes page, select the “Unit of Trades” filter and enter June 13, 2019 as the “Start” date and June 14, 2019 as the “End” date.

As discussed in the FINRA March 18, 2008, Trade Reporting Notice, for all OTC equity securities that trade at or above $175.00, transactions of fewer than 100 shares are no longer considered “odd-lot” transactions for dissemination purposes. Instead, FINRA has designated the unit of trade for these securities as 1, and FINRA disseminates last sale information for all transactions of one or more shares in such securities. FINRA reviews trading activity quarterly to determine whether additional OTC equity securities meet the stated dissemination criteria.

If you have questions, contact FINRA Operations at (866) 776-0800.

Effective Date: July 1, 2019

SEC Approves Amendments to Arbitration Codes to Expand Time for Non-Parties to Respond to Arbitration Subpoenas and Orders of Appearance of Witnesses or Production of Documents

The Securities and Exchange Commission (SEC) approved amendments to FINRA’s customer and industry arbitration rules to expand time for non-parties to respond to arbitration subpoenas and orders of appearance of witnesses or production of documents. The amendments also make related changes to enhance the discovery process for forum users.

The amendments are effective for cases filed on or after July 1, 2019.

Questions concerning this Notice should be directed to: Leslie Leutwiler, Associate Director, Office of Dispute Resolution, at (212) 858-4136; or Kristine Vo, Principal Counsel, Office of General Counsel, at (212) 858-4106.

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