81 FR 22333 - Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing of Partial Amendment No. 1 to Proposed Rule Change Relating to Proposed Rule Change To Adopt FINRA Capital Acquisition Broker Rules

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 73 (April 15, 2016)

[Federal Register Volume 81, Number 73 (Friday, April 15, 2016)]
[Notices]
[Pages 22333-22334]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-08646]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77581; File No. SR-FINRA-2015-054]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing of Partial Amendment No. 1 to 
Proposed Rule Change Relating to Proposed Rule Change To Adopt FINRA 
Capital Acquisition Broker Rules

April 11, 2016.

I. Introduction

    On December 4, 2015, Financial Industry Regulatory Authority, Inc. 
(``FINRA'') filed with the Securities and Exchange Commission (the 
``Commission'' or ``SEC'') proposed rule change SR-FINRA-2015-054, 
pursuant to which FINRA proposed to adopt a rule set that would apply 
exclusively to firms that meet the definition of ``capital acquisition 
broker'' and that elect to be governed under this rule set 
(collectively, the ``CAB Rules'').
    The Commission published the proposed rule change for public 
comment in the Federal Register on December 23, 2015.\1\ The Commission 
received 17 comment letters in response to the proposed rule change.\2\ 
On January 28, 2016, FINRA extended the time period in which the 
Commission must approve the proposed rule change, disapprove the 
proposed rule change or institute proceedings to determine whether to 
approve or disapprove the proposed rule change to March 22, 2016.
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    \1\ Securities Exchange Act Release No. 76675 (December 17, 
2015), 80 FR 79969 (December 23, 2015) (Notice of Filing of File No. 
SR-FINRA-2015-054) (``Notice of Filing'').
    \2\ Letters from Peter W. LaVigne, Esq., Chair, Securities 
Regulation Committee, Business Law Section, New York State Bar 
Association, dated January 22, 2016; Judith M. Shaw, President, 
North American Securities Administrators Association, Inc., dated 
January 15, 2016; Timothy Cahill, President, Compass Securities 
Corporation, dated January 13, 2016; Mark Fairbanks, President, 
Foreside Distributors, dated January 13, 2016; Dan Glusker, Perkins 
Fund Marketing, LLC, dated January 13, 2016; Steven Jafarzadeh, 
CAIA, Managing Director, CCO Partner, Stonehaven, dated January 13, 
2016; Richard A. Murphy, Manager, North Bridge Capital LLC, dated 
January 13, 2016; Ron Oldenkamp, President, Genesis Marketing Group, 
dated January 13, 2016; Michael S. Quinn, Member and CCO, Q Advisors 
LLC, dated January 13, 2016; Lisa Roth, President, Monahan & Roth, 
LLC, dated January 13, 2016; Howard Spindel, Senior Managing 
Director, and Cassondra E. Joseph, Managing Director, Integrated 
Management Solutions USA LLC, dated January 13, 2016; Sajan K. 
Thomas, President, and Stephen J. Myott, Chief Compliance Officer, 
Thomas Capital Group, Inc., dated January 13, 2016; Donna DiMaria, 
Chairman of the Board of Directors, and Lisa Roth, Board of 
Directors, Third Party Marketers Association, dated January 12, 
2016; Frank P. L. Minard, Managing Partner, XT Capital Partners, 
LLC, dated January 12, 2016; Arne Rovell, Coronado Investments, LLC, 
dated January 6, 2016; Daniel H. Kolber, President/CEO, Intellivest 
Securities, Inc., dated December 30, 2016; and Roger W. Mehle, 
Chairman and CEO, Archates Capital Advisors LLC, dated December 29, 
2015.
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    On March 23, 2016, the Commission published in the Federal Register 
an order to solicit comments on the proposed rule change and to 
institute proceedings pursuant to Section 19(b)(2)(B) of the Securities 
Exchange Act of 1934 (``Exchange Act'') \3\ to determine whether to 
approve or disapprove the proposed rule change.\4\
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    \3\ 15 U.S.C. 78s(b)(2)(B).
    \4\ Securities Exchange Act Release No. 77391 (March 17, 2016), 
81 FR 15588 (March 23, 2016) (Order Instituting Proceedings To 
Determine Whether to Approve or Disapprove Proposed Rule Change to 
Adopt FINRA Capital Acquisition Broker Rules on File No. SR-FINRA-
2015-054).
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    As described further below, on March 29, 2016 FINRA filed a partial 
amendment to its proposed rule change in response to comments on the 
Notice of Filing.

II. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Amendment

    In response to comments on the Notice of Filing, FINRA filed a 
Partial Amendment No. 1 to amend proposed CAB Rule 016(c)(2) to clarify 
that the definition of ``capital acquisition broker'' does not include 
any broker or dealer that effects securities transactions that would 
require the broker or dealer to report the transaction under the FINRA 
Rules 6300 Series, 6400 Series, 6500 Series, 6600 Series, 6700 Series, 
7300 Series or 7400 Series. With this Partial Amendment No. 1, FINRA 
filed: (1) Exhibit 4, which reflects changes to the text of the 
proposed rule change pursuant to this Partial Amendment No. 1, marked 
to show additions to the text as proposed in the original filing; and 
(2) Exhibit 5, which reflects the changes to the current rule text that 
are proposed in the proposed rule change, as amended by this Partial 
Amendment No. 1.

III. Date of Effectiveness of the Proposed Rule Change as Modified by 
Partial Amendment No.1 and Timing for Commission Action

    Within 180 days after the date of publication of the initial Notice 
of Filing in the Federal Register or within such longer period up to an 
additional 60 days (i) as the Commission may designate if it finds such 
longer period to be appropriate and publishes its reasons for so 
finding or (ii) as to which the self-regulatory organization consents, 
the Commission will issue an

[[Page 22334]]

order approving or disapproving such proposed rule change, as amended.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change, as amended by Partial Amendment No. 1, is consistent with the 
Exchange Act. Comments may be submitted by any of the following 
methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-FINRA-2015-054 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.
All submissions should refer to File Number SR-FINRA-2015-054. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of such filing also will be available 
for inspection and copying at the principal office of FINRA.
    All comments received will be posted without change. The Commission 
does not edit personal identifying information from submissions. You 
should submit only information that you wish to make available 
publicly. All submissions should refer to File Number SR-FINRA-2015-054 
and should be submitted on or before May 6, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\5\
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    \5\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-08646 Filed 4-14-16; 8:45 am]
 BILLING CODE 8011-01-P