Regulatory Notice 19-09

FINRA Reminds Firms of Their Obligations Under SEC Rule 15c2-11(a)(4)

Summary

In consultation with the staff of the Securities and Exchange Commission (SEC staff), FINRA is issuing this Notice to remind firms of their obligations under Securities Exchange Act (SEA) Rule 15c2-11 and FINRA Rule 6432 (Compliance with the Information Requirements of Rule 15c2-11) regarding quotations in the securities of foreign private issuers that rely on SEA Rule 12g3-2(b). Specifically, we are reminding firms that Rule 15c2-11(a)(4) requires that they make paragraph (a)(4) information reasonably available upon request to any person expressing an interest in a transaction involving the security, such as by providing the requesting person with appropriate instructions regarding how to obtain the information electronically. Firms cannot comply with this requirement by directing customers to an issuer’s website if, by its terms, the website restricts access by U.S. persons to the paragraph (a)(4) information.

Questions regarding this Notice should be directed to:

  • Yvonne Huber, Vice President, Market Regulation (MR), at (240) 386-5034;
  • Sewall Lee, Director, MR, at (240) 386-6054; or
  • for legal and interpretive questions, Racquel Russell, Associate General Counsel, Office of General Counsel, at (202) 728-8363.