81_FR_45462 81 FR 45328 - Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Clarify the Application of FINRA Rule 2210 (“Communications With the Public”) to Debt Research Reports

81 FR 45328 - Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Clarify the Application of FINRA Rule 2210 (“Communications With the Public”) to Debt Research Reports

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 134 (July 13, 2016)

Page Range45328-45330
FR Document2016-16478

Federal Register, Volume 81 Issue 134 (Wednesday, July 13, 2016)
[Federal Register Volume 81, Number 134 (Wednesday, July 13, 2016)]
[Notices]
[Pages 45328-45330]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-16478]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78237; File No. SR-FINRA-2016-021]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing and Immediate Effectiveness of a 
Proposed Rule Change To Clarify the Application of FINRA Rule 2210 
(``Communications With the Public'') to Debt Research Reports

July 7, 2016.
    Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on June 24, 2016, Financial Industry Regulatory Authority, Inc. 
(``FINRA'') filed with the Securities and Exchange Commission (``SEC'' 
or ``Commission'') the proposed rule change as described in Items I, 
and II below, which Items have been prepared by FINRA. FINRA has 
designated the proposed rule change as constituting a ``non-
controversial'' rule change under paragraph (f)(6) of Rule 19b-4 under 
the Act,\3\ which renders the proposal effective upon receipt of this 
filing by the Commission. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    FINRA is proposing to clarify the application of FINRA Rule 2210 
(``Communications with the Public'') to debt research reports as the 
result of approval of a new FINRA debt research conflict of interest 
rule.
    The text of the proposed rule change is available on FINRA's Web 
site at http://www.finra.org, at the principal office of FINRA and at 
the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, FINRA included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. FINRA has prepared summaries, set forth in sections A, 
B,

[[Page 45329]]

and C below, of the most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    FINRA is proposing to make several conforming changes to FINRA Rule 
2210 to expressly address its application to debt research reports in 
light of the Commission's approval of a dedicated debt research 
conflict of interest rule. On July 16, 2015, the SEC approved a 
proposed rule change to adopt FINRA Rule 2242 to address conflicts of 
interest relating to the publication and distribution of debt research 
reports.\4\ Rule 2242 will be implemented on July 16, 2016.\5\ Until 
that rule becomes effective, FINRA's research conflict of interest 
rules apply only to equity research as set forth in FINRA Rule 2241 
(``Research Analysts and Research Reports'').
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    \4\ See Securities Exchange Act Release No. 75472 (July 16, 
2015), 80 FR 43528 (July 22, 2015) (Order Approving File No. SR-
FINRA-2014-048). See also Regulatory Notice 15-31 (August 2015).
    \5\ See Securities Exchange Act Release No. 77158 (February 17, 
2016), 81 FR 9065 (February 23, 2016) (Notice of Filing and 
Immediate Effectiveness of File No. SR-FINRA-2016-008), see also 
Securities Exchange Act Release No. 77726 (April 27, 2016), 81 FR 
26593 (May 3, 2016) (Notice of Filing and Immediate Effectiveness of 
File No. SR-FINRA-2016-013).
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    First, Rule 2210(b)(1)(A) requires an appropriately qualified 
registered principal to approve each ``retail communication'' before 
the earlier of its use or filing with FINRA's Advertising Regulation 
Department. Both a debt and equity research report constitutes a 
``retail communication,'' unless it is distributed or made available 
only to ``institutional investors'' as defined in Rule 2210(a)(4), in 
which case it would be considered an ``institutional communication'' 
not subject to the pre-use approval requirement.
    Rule 2210(b)(1)(B) states that the pre-use approval requirement may 
be satisfied by a Supervisory Analyst approved pursuant to NYSE Rule 
344 with respect to: (i) Research reports on debt and equity 
securities; (ii) retail communications as described in Rule 
2241(a)(11)(A); and (iii) other research that does not meet the 
definition of ``research report'' under Rule 2241(a)(11), provided that 
the Supervisory Analyst has technical expertise in the particular 
product areas. For dual FINRA and New York Stock Exchange members, this 
provision therefore broadly allows a Series 16 qualified Supervisory 
Analyst to satisfy the pre-use approval requirement with respect to any 
research-related communication, including those expressly excepted by 
the definition of ``research report'' under Rule 2241(a)(11)(A) or not 
otherwise captured by that definition of ``research report'' under the 
equity research rule.
    The proposed rule change would clarify and streamline the scope of 
approval permitted by Supervisory Analysts to specifically reference 
the definitions of ``research report'' and ``debt research report'' in 
Rules 2241(a)(11) and 2242(a)(3), respectively. It also would add a 
specific reference to the exceptions under Rule 2242(a)(3)(A), thereby 
making express the references to debt research-related retail 
communications consistent with the references to equity research-
related retail communications. The proposal maintains the ability for a 
Supervisory Analyst to approve other research communications--e.g., 
research on options--provided that the Supervisory Analyst has 
technical expertise in the product area and any other required 
registrations for such product.
    Second, Rule 2210(b)(1)(D)(i) excepts from the pre-use approval 
requirement any retail communication that is excepted from the 
definition of ``research report'' under Rule 2241(a)(11)(A), unless the 
communication makes any financial or investment recommendation. Those 
communications still must be supervised and reviewed in the same manner 
as correspondence pursuant to FINRA's supervision rules.\6\ FINRA 
adopted this exception due to concerns that the pre-use approval 
requirements for these types of research communications in some 
circumstances may have inhibited the flow of information to traders and 
other investors who base their investment decisions on timely market 
analysis.\7\ The proposed change would make this exception from the 
pre-use approval requirements consistent for debt and equity research 
communications.
---------------------------------------------------------------------------

    \6\ See FINRA Rules 3110(b) and 3110.06 through .09.
    \7\ See Regulatory Notice 09-10 (February 2009).
---------------------------------------------------------------------------

    Third, Rule 2210(d)(7) requires specific applicable disclosures in 
retail communications that include a recommendation of securities; 
however, the requirements do not apply to communications that meet the 
definition of an equity research report under Rule 2241(a), as long as 
the research report includes all the required disclosures under that 
rule. Similarly, Rule 2210(f)(2) requires specific applicable 
disclosures where an associated person recommends a security in a 
public appearance, but Rule 2210(f)(5) excepts from those disclosure 
requirements public appearances by an equity ``research analyst'' as 
defined in Rule 2241(a)(8), provided the research analyst makes all of 
the disclosures required under that rule. The basis for these 
exceptions is that the equity research rule has more extensive required 
disclosures in both research reports and public appearances than Rule 
2210(d)(7) and (f)(2), respectively. New Rule 2242 requires similarly 
extensive corresponding disclosures in debt research reports and public 
appearances by debt research analysts. As such, FINRA believes it 
appropriate to similarly except debt research reports from the 
disclosure requirements of Rule 2210(d)(7) and except public 
appearances by debt research analysts from the disclosure requirements 
of Rule 2210(f)(2) for consistency purposes.
    Finally, the proposed rule change would also make technical changes 
to FINRA Rules 2210(d)(7) and (f)(5) to make the rule language more 
readable.\8\
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    \8\ FINRA notes that in 2014 the Commission approved a proposed 
rule change to exclude from the filing requirements in Rule 2210(c) 
equity research reports as defined in Rule 2241 that concern only 
securities that are listed on a national securities exchange, other 
than research reports required to be filed with the Commission 
pursuant to Section 24(b) of the Investment Company Act. See 
Securities Exchange Act Release No. 72480 (June 26, 2014), 79 FR 
37796 (July 2, 2014) (Order Approving File No. SR-FINRA-2014-012). 
In connection with that filing, FINRA indicated that it would 
consider a similar exclusion for debt research reports if and when a 
debt research rule was approved. FINRA has not yet made a 
determination whether to propose such an exclusion.
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    FINRA has filed the proposed rule change for immediate 
effectiveness and has requested that the SEC waive the requirement that 
the proposed rule change not become operative for 30 days after the 
date of the filing. The implementation date for the proposed rule 
change will be July 16, 2016, to coincide with the effective date of 
FINRA Rule 2242.\9\
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    \9\ See supra notes 4 and 5 for additional detail.
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2. Statutory Basis
    FINRA believes that the proposed rule change is consistent with the 
provisions of section 15A(b)(6) of the Act,\10\ which requires, among 
other things, that FINRA rules must be designed to prevent fraudulent 
and manipulative acts and practices, to promote just and equitable 
principles of trade, and, in general, to protect investors and the 
public interest. FINRA believes the proposed rule change will promote

[[Page 45330]]

consistent application of the communications with the public rules and 
provide greater clarity to members and the public regarding FINRA's 
rules.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78o-3(b)(6).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    FINRA does not believe that the proposed rule change will result in 
any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. The proposed rule change brings 
clarity and consistency to FINRA rules without adding any burden on 
firms.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \11\ and Rule 19b-
4(f)(6) thereunder.\12\
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78s(b)(3)(A).
    \12\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) under the Act 
\13\ normally does not become operative before 30 days from the date of 
the filing. However, pursuant to Rule 19b-4(f)(6)(iii),\14\ the 
Commission may designate a shorter time if such action is consistent 
with the protection of investors and the public interest. FINRA has 
asked the Commission to waiver the 30-day operative delay. The 
Commission believes that waiving the 30-day operative delay is 
consistent with the protection of investors and the public interest. 
The proposed rule change is designed to clarify the application of 
FINRA Rule 2210 to debt research reports as the result of the 
Commission's approval of a new FINRA debt research conflict of interest 
rule (Rule 2242).\15\ A waiver of the 30-day operative delay will allow 
the proposed rule change to become operative on July 16, 2016, the same 
date on which Rule 2242 will be implemented.\16\ Therefore, the 
Commission hereby waives the 30-day operative delay and designates the 
proposed rule change to be operative on July 16, 2016.\17\
---------------------------------------------------------------------------

    \13\ 17 CFR 240.19b-4(f)(6).
    \14\ 17 CFR 240.19b-4(f)(6)(iii).
    \15\ See note 4 supra.
    \16\ See note 5 supra.
    \17\ For purposes of waiving the operative delay for this 
proposal, the Commission has considered the proposed rule's impact 
on efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule should be approved or disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the 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-2016-021 on the subject line.

Paper Comments

     Send paper comments in triplicate to Robert W. Errett, 
Deputy Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-FINRA-2016-021. 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 
a.m. and 3 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-2016-021 and should be 
submitted on or before August 3, 2016.
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    \18\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\18\
Brent J. Fields,
Secretary.
[FR Doc. 2016-16478 Filed 7-12-16; 8:45 am]
 BILLING CODE 8011-01-P



                                                  45328                           Federal Register / Vol. 81, No. 134 / Wednesday, July 13, 2016 / Notices

                                                  must be provided when an order, ECRP                        Paper Comments                                            SECURITIES AND EXCHANGE
                                                  transaction, or Block Trade is submitted                                                                              COMMISSION
                                                  to CFE’s system. Second, the proposed                         • Send paper comments in triplicate
                                                  rule change would contribute to                             to Secretary, Securities and Exchange                     [Release No. 34–78237; File No. SR–FINRA–
                                                  enhancing the effectiveness of CFE’s                        Commission, 100 F Street NE.,                             2016–021]
                                                  audit trail program by helping to assure                    Washington, DC 20549–1090.
                                                  that required information is included as                                                                              Self-Regulatory Organizations;
                                                                                                              All submissions should refer to File                      Financial Industry Regulatory
                                                  part of each order.                                         Number SR–CFE–2016–003. This file                         Authority, Inc.; Notice of Filing and
                                                  B. Self-Regulatory Organization’s                           number should be included on the                          Immediate Effectiveness of a Proposed
                                                  Statement on Burden on Competition                          subject line if email is used. To help the                Rule Change To Clarify the Application
                                                                                                              Commission process and review your                        of FINRA Rule 2210 (‘‘Communications
                                                     CFE does not believe that the
                                                  proposed rule change will impose any                        comments more efficiently, please use                     With the Public’’) to Debt Research
                                                  burden on competition not necessary or                      only one method. The Commission will                      Reports
                                                  appropriate in furtherance of the                           post all comments on the Commission’s
                                                                                                              Internet Web site (http://www.sec.gov/                    July 7, 2016.
                                                  purposes of the Act, in that the rule
                                                                                                              rules/sro.shtml). Copies of the                              Pursuant to section 19(b)(1) of the
                                                  change will enhance CFE’s ability to
                                                                                                              submission, all subsequent                                Securities Exchange Act of 1934
                                                  carry out its responsibilities as a self-
                                                                                                              amendments, all written statements                        (‘‘Act’’) 1 and Rule 19b–4 thereunder,2
                                                  regulatory organization. The Exchange
                                                                                                              with respect to the proposed rule                         notice is hereby given that on June 24,
                                                  believes that the proposed rule change
                                                                                                              change that are filed with the                            2016, Financial Industry Regulatory
                                                  is equitable and not unfairly
                                                                                                              Commission, and all written                               Authority, Inc. (‘‘FINRA’’) filed with the
                                                  discriminatory because the amendments
                                                                                                                                                                        Securities and Exchange Commission
                                                  regarding account and order ticket                          communications relating to the
                                                                                                                                                                        (‘‘SEC’’ or ‘‘Commission’’) the proposed
                                                  information apply equally to all market                     proposed rule change between the
                                                                                                                                                                        rule change as described in Items I, and
                                                  participants.                                               Commission and any person, other than
                                                                                                                                                                        II below, which Items have been
                                                  C. Self-Regulatory Organization’s                           those that may be withheld from the                       prepared by FINRA. FINRA has
                                                  Statement on Comments on the                                public in accordance with the                             designated the proposed rule change as
                                                  Proposed Rule Change Received From                          provisions of 5 U.S.C. 552, will be                       constituting a ‘‘non-controversial’’ rule
                                                  Members, Participants, or Others                            available for Web site viewing and                        change under paragraph (f)(6) of Rule
                                                                                                              printing in the Commission’s Public                       19b–4 under the Act,3 which renders
                                                    No written comments were solicited                        Reference Room, 100 F Street NE.,                         the proposal effective upon receipt of
                                                  or received with respect to the proposed                    Washington, DC 20549, on official                         this filing by the Commission. The
                                                  rule change.                                                business days between the hours of                        Commission is publishing this notice to
                                                  III. Date of Effectiveness of the                           10:00 a.m. and 3:00 p.m. Copies of such                   solicit comments on the proposed rule
                                                  Proposed Rule Change and Timing for                         filing also will be available for                         change from interested persons.
                                                  Commission Action                                           inspection and copying at the principal
                                                                                                                                                                        I. Self-Regulatory Organization’s
                                                                                                              office of the Exchange. All comments
                                                     The proposed rule change will                                                                                      Statement of the Terms of Substance of
                                                  become effective on June 23, 2016. At                       received will be posted without change;                   the Proposed Rule Change
                                                  any time within 60 days of the date of                      the Commission does not edit personal
                                                                                                              identifying information from                                 FINRA is proposing to clarify the
                                                  effectiveness of the proposed rule                                                                                    application of FINRA Rule 2210
                                                  change, the Commission, after                               submissions. You should submit only
                                                                                                              information that you wish to make                         (‘‘Communications with the Public’’) to
                                                  consultation with the CFTC, may                                                                                       debt research reports as the result of
                                                  summarily abrogate the proposed rule                        available publicly. All submissions
                                                                                                              should refer to File Number SR–CFE–                       approval of a new FINRA debt research
                                                  change and require that the proposed                                                                                  conflict of interest rule.
                                                  rule change be refiled in accordance                        2016–003, and should be submitted on
                                                                                                                                                                           The text of the proposed rule change
                                                  with the provisions of Section 19(b)(1)                     or before August 3, 2016.
                                                                                                                                                                        is available on FINRA’s Web site at
                                                  of the Act.7                                                  For the Commission, by the Division of                  http://www.finra.org, at the principal
                                                  IV. Solicitation of Comments                                Trading and Markets, pursuant to delegated                office of FINRA and at the
                                                                                                              authority.8                                               Commission’s Public Reference Room.
                                                    Interested persons are invited to                         Brent J. Fields,
                                                  submit written data, views, and                                                                                       II. Self-Regulatory Organization’s
                                                                                                              Secretary.                                                Statement of the Purpose of, and
                                                  arguments concerning the foregoing,
                                                  including whether the proposed rule                         [FR Doc. 2016–16490 Filed 7–12–16; 8:45 am]               Statutory Basis for, the Proposed Rule
                                                  change is consistent with the Act.                          BILLING CODE 8011–01–P                                    Change
                                                  Comments may be submitted by any of                                                                                     In its filing with the Commission,
                                                  the following methods:                                                                                                FINRA included statements concerning
                                                  Electronic Comments                                                                                                   the purpose of and basis for the
                                                                                                                                                                        proposed rule change and discussed any
                                                    • Use the Commission’s Internet                                                                                     comments it received on the proposed
                                                  comment form (http://www.sec.gov/
jstallworth on DSK7TPTVN1PROD with NOTICES




                                                                                                                                                                        rule change. The text of these statements
                                                  rules/sro.shtml); or                                                                                                  may be examined at the places specified
                                                    • Send an email to rule-                                                                                            in Item IV below. FINRA has prepared
                                                  comments@sec.gov. Please include File                                                                                 summaries, set forth in sections A, B,
                                                  Number SR–CFE–2016–003 on the
                                                  subject line.                                                                                                           1 15 U.S.C. 78s(b)(1).
                                                                                                                                                                          2 17 CFR 240.19b–4.
                                                    7 15   U.S.C. 78s(b)(1).                                       8 17   CFR 200.30–3(a)(73).                            3 17 CFR 240.19b–4(f)(6).




                                             VerDate Sep<11>2014      15:08 Jul 12, 2016   Jkt 238001   PO 00000     Frm 00055     Fmt 4703   Sfmt 4703   E:\FR\FM\13JYN1.SGM    13JYN1


                                                                               Federal Register / Vol. 81, No. 134 / Wednesday, July 13, 2016 / Notices                                                      45329

                                                  and C below, of the most significant                     the pre-use approval requirement with                 associated person recommends a
                                                  aspects of such statements.                              respect to any research-related                       security in a public appearance, but
                                                                                                           communication, including those                        Rule 2210(f)(5) excepts from those
                                                  A. Self-Regulatory Organization’s
                                                                                                           expressly excepted by the definition of               disclosure requirements public
                                                  Statement of the Purpose of, and
                                                                                                           ‘‘research report’’ under Rule                        appearances by an equity ‘‘research
                                                  Statutory Basis for, the Proposed Rule                   2241(a)(11)(A) or not otherwise                       analyst’’ as defined in Rule 2241(a)(8),
                                                  Change                                                   captured by that definition of ‘‘research             provided the research analyst makes all
                                                  1. Purpose                                               report’’ under the equity research rule.              of the disclosures required under that
                                                                                                              The proposed rule change would                     rule. The basis for these exceptions is
                                                     FINRA is proposing to make several                    clarify and streamline the scope of
                                                  conforming changes to FINRA Rule                                                                               that the equity research rule has more
                                                                                                           approval permitted by Supervisory                     extensive required disclosures in both
                                                  2210 to expressly address its application                Analysts to specifically reference the
                                                  to debt research reports in light of the                                                                       research reports and public appearances
                                                                                                           definitions of ‘‘research report’’ and                than Rule 2210(d)(7) and (f)(2),
                                                  Commission’s approval of a dedicated                     ‘‘debt research report’’ in Rules
                                                  debt research conflict of interest rule.                                                                       respectively. New Rule 2242 requires
                                                                                                           2241(a)(11) and 2242(a)(3), respectively.             similarly extensive corresponding
                                                  On July 16, 2015, the SEC approved a                     It also would add a specific reference to
                                                  proposed rule change to adopt FINRA                                                                            disclosures in debt research reports and
                                                                                                           the exceptions under Rule 2242(a)(3)(A),              public appearances by debt research
                                                  Rule 2242 to address conflicts of interest               thereby making express the references to
                                                  relating to the publication and                                                                                analysts. As such, FINRA believes it
                                                                                                           debt research-related retail                          appropriate to similarly except debt
                                                  distribution of debt research reports.4                  communications consistent with the
                                                  Rule 2242 will be implemented on July                                                                          research reports from the disclosure
                                                                                                           references to equity research-related                 requirements of Rule 2210(d)(7) and
                                                  16, 2016.5 Until that rule becomes                       retail communications. The proposal
                                                  effective, FINRA’s research conflict of                                                                        except public appearances by debt
                                                                                                           maintains the ability for a Supervisory               research analysts from the disclosure
                                                  interest rules apply only to equity                      Analyst to approve other research
                                                  research as set forth in FINRA Rule 2241                                                                       requirements of Rule 2210(f)(2) for
                                                                                                           communications—e.g., research on                      consistency purposes.
                                                  (‘‘Research Analysts and Research                        options—provided that the Supervisory                    Finally, the proposed rule change
                                                  Reports’’).                                              Analyst has technical expertise in the                would also make technical changes to
                                                     First, Rule 2210(b)(1)(A) requires an                 product area and any other required                   FINRA Rules 2210(d)(7) and (f)(5) to
                                                  appropriately qualified registered                       registrations for such product.                       make the rule language more readable.8
                                                  principal to approve each ‘‘retail                          Second, Rule 2210(b)(1)(D)(i) excepts                 FINRA has filed the proposed rule
                                                  communication’’ before the earlier of its                from the pre-use approval requirement                 change for immediate effectiveness and
                                                  use or filing with FINRA’s Advertising                   any retail communication that is                      has requested that the SEC waive the
                                                  Regulation Department. Both a debt and                   excepted from the definition of                       requirement that the proposed rule
                                                  equity research report constitutes a                     ‘‘research report’’ under Rule                        change not become operative for 30 days
                                                  ‘‘retail communication,’’ unless it is                   2241(a)(11)(A), unless the                            after the date of the filing. The
                                                  distributed or made available only to                    communication makes any financial or                  implementation date for the proposed
                                                  ‘‘institutional investors’’ as defined in                investment recommendation. Those                      rule change will be July 16, 2016, to
                                                  Rule 2210(a)(4), in which case it would                  communications still must be                          coincide with the effective date of
                                                  be considered an ‘‘institutional                         supervised and reviewed in the same                   FINRA Rule 2242.9
                                                  communication’’ not subject to the pre-                  manner as correspondence pursuant to
                                                  use approval requirement.                                FINRA’s supervision rules.6 FINRA                     2. Statutory Basis
                                                     Rule 2210(b)(1)(B) states that the pre-               adopted this exception due to concerns                   FINRA believes that the proposed rule
                                                  use approval requirement may be                          that the pre-use approval requirements                change is consistent with the provisions
                                                  satisfied by a Supervisory Analyst                       for these types of research                           of section 15A(b)(6) of the Act,10 which
                                                  approved pursuant to NYSE Rule 344                       communications in some circumstances                  requires, among other things, that
                                                  with respect to: (i) Research reports on                 may have inhibited the flow of                        FINRA rules must be designed to
                                                  debt and equity securities; (ii) retail                  information to traders and other                      prevent fraudulent and manipulative
                                                  communications as described in Rule                      investors who base their investment                   acts and practices, to promote just and
                                                  2241(a)(11)(A); and (iii) other research                 decisions on timely market analysis.7                 equitable principles of trade, and, in
                                                  that does not meet the definition of                     The proposed change would make this                   general, to protect investors and the
                                                  ‘‘research report’’ under Rule                           exception from the pre-use approval                   public interest. FINRA believes the
                                                  2241(a)(11), provided that the                           requirements consistent for debt and                  proposed rule change will promote
                                                  Supervisory Analyst has technical                        equity research communications.
                                                  expertise in the particular product areas.                  Third, Rule 2210(d)(7) requires                       8 FINRA notes that in 2014 the Commission

                                                  For dual FINRA and New York Stock                        specific applicable disclosures in retail             approved a proposed rule change to exclude from
                                                  Exchange members, this provision                                                                               the filing requirements in Rule 2210(c) equity
                                                                                                           communications that include a                         research reports as defined in Rule 2241 that
                                                  therefore broadly allows a Series 16                     recommendation of securities; however,                concern only securities that are listed on a national
                                                  qualified Supervisory Analyst to satisfy                 the requirements do not apply to                      securities exchange, other than research reports
                                                                                                           communications that meet the                          required to be filed with the Commission pursuant
                                                     4 See Securities Exchange Act Release No. 75472                                                             to Section 24(b) of the Investment Company Act.
                                                                                                           definition of an equity research report               See Securities Exchange Act Release No. 72480
                                                  (July 16, 2015), 80 FR 43528 (July 22, 2015) (Order
                                                  Approving File No. SR–FINRA–2014–048). See also          under Rule 2241(a), as long as the                    (June 26, 2014), 79 FR 37796 (July 2, 2014) (Order
jstallworth on DSK7TPTVN1PROD with NOTICES




                                                  Regulatory Notice 15–31 (August 2015).                   research report includes all the required             Approving File No. SR–FINRA–2014–012). In
                                                     5 See Securities Exchange Act Release No. 77158       disclosures under that rule. Similarly,               connection with that filing, FINRA indicated that it
                                                  (February 17, 2016), 81 FR 9065 (February 23, 2016)                                                            would consider a similar exclusion for debt
                                                                                                           Rule 2210(f)(2) requires specific                     research reports if and when a debt research rule
                                                  (Notice of Filing and Immediate Effectiveness of
                                                  File No. SR–FINRA–2016–008), see also Securities
                                                                                                           applicable disclosures where an                       was approved. FINRA has not yet made a
                                                  Exchange Act Release No. 77726 (April 27, 2016),                                                               determination whether to propose such an
                                                  81 FR 26593 (May 3, 2016) (Notice of Filing and            6 See FINRA Rules 3110(b) and 3110.06 through       exclusion.
                                                  Immediate Effectiveness of File No. SR–FINRA–            .09.                                                     9 See supra notes 4 and 5 for additional detail.

                                                  2016–013).                                                 7 See Regulatory Notice 09–10 (February 2009).         10 15 U.S.C. 78o–3(b)(6).




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                                                  45330                         Federal Register / Vol. 81, No. 134 / Wednesday, July 13, 2016 / Notices

                                                  consistent application of the                            day operative delay and designates the                 Washington, DC 20549, on official
                                                  communications with the public rules                     proposed rule change to be operative on                business days between the hours of 10
                                                  and provide greater clarity to members                   July 16, 2016.17                                       a.m. and 3 p.m. Copies of such filing
                                                  and the public regarding FINRA’s rules.                     At any time within 60 days of the                   also will be available for inspection and
                                                                                                           filing of the proposed rule change, the                copying at the principal office of
                                                  B. Self-Regulatory Organization’s
                                                                                                           Commission summarily may                               FINRA. All comments received will be
                                                  Statement on Burden on Competition
                                                                                                           temporarily suspend such rule change if                posted without change; the Commission
                                                    FINRA does not believe that the                        it appears to the Commission that such                 does not edit personal identifying
                                                  proposed rule change will result in any                  action is necessary or appropriate in the              information from submissions. You
                                                  burden on competition that is not                        public interest, for the protection of                 should submit only information that
                                                  necessary or appropriate in furtherance                  investors, or otherwise in furtherance of              you wish to make available publicly. All
                                                  of the purposes of the Act. The                          the purposes of the Act. If the                        submissions should refer to File
                                                  proposed rule change brings clarity and                  Commission takes such action, the                      Number SR–FINRA–2016–021 and
                                                  consistency to FINRA rules without                       Commission shall institute proceedings                 should be submitted on or before
                                                  adding any burden on firms.                              to determine whether the proposed rule                 August 3, 2016.
                                                  C. Self-Regulatory Organization’s                        should be approved or disapproved.                       For the Commission, by the Division of
                                                  Statement on Comments on the                                                                                    Trading and Markets, pursuant to delegated
                                                                                                           IV. Solicitation of Comments                           authority.18
                                                  Proposed Rule Change Received From
                                                  Members, Participants, or Others                           Interested persons are invited to                    Brent J. Fields,
                                                                                                           submit written data, views and                         Secretary.
                                                    Written comments were neither                          arguments concerning the foregoing,
                                                  solicited nor received.                                                                                         [FR Doc. 2016–16478 Filed 7–12–16; 8:45 am]
                                                                                                           including whether the proposed rule                    BILLING CODE 8011–01–P
                                                  III. Date of Effectiveness of the                        change is consistent with the Act.
                                                  Proposed Rule Change and Timing for                      Comments may be submitted by any of
                                                  Commission Action                                        the following methods:                                 SECURITIES AND EXCHANGE
                                                     Because the foregoing proposed rule                   Electronic Comments                                    COMMISSION
                                                  change does not: (i) Significantly affect
                                                  the protection of investors or the public                  • Use the Commission’s Internet                      [Release No. 34–78242; File No. SR–
                                                                                                                                                                  NYSEArca–2016–92]
                                                  interest; (ii) impose any significant                    comment form (http://www.sec.gov/
                                                  burden on competition; and (iii) become                  rules/sro.shtml); or                                   Self-Regulatory Organizations; NYSE
                                                  operative for 30 days from the date on                     • Send an email to rule-comments@                    Arca, Inc.; Notice of Filing and
                                                  which it was filed, or such shorter time                 sec.gov. Please include File Number SR–                Immediate Effectiveness of Proposed
                                                  as the Commission may designate, it has                  FINRA–2016–021 on the subject line.                    Rule Change Amending Commentary
                                                  become effective pursuant to Section                     Paper Comments                                         .06 to Rule 6.8 To Extend the Pilot
                                                  19(b)(3)(A) of the Act 11 and Rule 19b–                                                                         Program That Eliminated the Position
                                                  4(f)(6) thereunder.12                                      • Send paper comments in triplicate                  Limits for Options on SPDR S&P 500
                                                     A proposed rule change filed under                    to Robert W. Errett, Deputy Secretary,                 ETF
                                                  Rule 19b–4(f)(6) under the Act 13                        Securities and Exchange Commission,
                                                  normally does not become operative                       100 F Street NE., Washington, DC                       July 7, 2016.
                                                  before 30 days from the date of the                      20549–1090.                                               Pursuant to Section 19(b)(1) 1 of the
                                                  filing. However, pursuant to Rule 19b–                   All submissions should refer to File                   Securities Exchange Act of 1934 (the
                                                  4(f)(6)(iii),14 the Commission may                       Number SR–FINRA–2016–021. This file                    ‘‘Act’’),2 and Rule 19b–4 thereunder,3
                                                  designate a shorter time if such action                  number should be included on the                       notice is hereby given that on June 29,
                                                  is consistent with the protection of                     subject line if email is used. To help the             2016, NYSE Arca, Inc. (the ‘‘Exchange’’
                                                  investors and the public interest. FINRA                 Commission process and review your                     or ‘‘NYSE Arca’’) filed with the
                                                  has asked the Commission to waiver the                   comments more efficiently, please use                  Securities and Exchange Commission
                                                  30-day operative delay. The                              only one method. The Commission will                   (the ‘‘Commission’’) the proposed rule
                                                  Commission believes that waiving the                     post all comments on the Commission’s                  change as described in Items I and II
                                                  30-day operative delay is consistent                     Internet Web site (http://www.sec.gov/                 below, which Items have been prepared
                                                  with the protection of investors and the                 rules/sro.shtml). Copies of the                        by the self-regulatory organization. The
                                                  public interest. The proposed rule                       submission, all subsequent                             Commission is publishing this notice to
                                                  change is designed to clarify the                        amendments, all written statements                     solicit comments on the proposed rule
                                                  application of FINRA Rule 2210 to debt                   with respect to the proposed rule                      change from interested persons.
                                                  research reports as the result of the                    change that are filed with the                         I. Self-Regulatory Organization’s
                                                  Commission’s approval of a new FINRA                     Commission, and all written                            Statement of the Terms of the Substance
                                                  debt research conflict of interest rule                  communications relating to the                         of the Proposed Rule Change
                                                  (Rule 2242).15 A waiver of the 30-day                    proposed rule change between the
                                                  operative delay will allow the proposed                  Commission and any person, other than                     The Exchange proposes to amend
                                                  rule change to become operative on July                  those that may be withheld from the                    Commentary .06 to Rule 6.8 to extend
                                                  16, 2016, the same date on which Rule                    public in accordance with the                          the pilot program that eliminated the
                                                  2242 will be implemented.16 Therefore,                   provisions of 5 U.S.C. 552, will be                    position limits for options on SPDR S&P
jstallworth on DSK7TPTVN1PROD with NOTICES




                                                  the Commission hereby waives the 30-                     available for Web site viewing and                     500 ETF (‘‘SPY’’) (‘‘SPY Pilot Program’’).
                                                                                                           printing in the Commission’s Public                    The proposed rule change is available
                                                    11 15 U.S.C. 78s(b)(3)(A).                             Reference Room, 100 F Street NE.,                      on the Exchange’s Web site at
                                                    12 17 CFR 240.19b–4(f)(6).
                                                    13 17 CFR 240.19b–4(f)(6).                                                                                      18 17 CFR 200.30–3(a)(12).
                                                                                                             17 For purposes of waiving the operative delay for
                                                    14 17 CFR 240.19b–4(f)(6)(iii).                                                                                 1 15 U.S.C. 78s(b)(1).
                                                                                                           this proposal, the Commission has considered the
                                                    15 See note 4 supra.                                                                                            2 15 U.S.C. 78a.
                                                                                                           proposed rule’s impact on efficiency, competition,
                                                    16 See note 5 supra.                                   and capital formation. See 15 U.S.C. 78c(f).             3 17 CFR 240.19b–4.




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Document Created: 2016-07-13 01:43:59
Document Modified: 2016-07-13 01:43:59
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation81 FR 45328 

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