Guidance

Clarification of NASD Notice to Members 94-44 to situations in which a dually registered person maintains discretionary trading authority, determines portfolio changes, and prepares trade instructions for customer accounts and charges the accounts an asset-based fee.

Whether a proposed standby purchase agreement entered into between affiliate of a member and an issuer in connection with a public offering of the issuer's common stock could constitute an option.

Cash rebates issued to pension plan customers with respect to secondary market transactions in outstanding securities (under former Article III, Section 24, now Rule 2740 and IM-2740).

Background

Input from our stakeholders indicated that they would welcome greater transparency regarding FINRA's budget, especially its financial projections and potential use of fines. FINRA for many years has published an Annual Financial Report that is prepared and audited in accordance with GAAP⁶ that describes the prior year's finances and operations.

Regulatory Obligations

Regulation SHO Rules 200 to 204 require firms to address risks relating to market manipulation, market liquidity and investor confidence by regulating excessive and “naked” short sales so that purchasers of securities from short sellers receive their securities positions in a timely manner. Regulation SHO requires firms to appropriately mark their securities orders; confirm that they have deliverable securities to complete short sale transactions; and have a process to close-out fails to deliver within the required timeframes.

The MSRB Due Diligence Report Card is a monthly status report to help firms monitor their issuances being brought to market in order to support firm's due diligence efforts.  The report shows how many total issuances have been brought to market and which of those had issuers with previous issuances in the market that are lacking current audited financial filings (LCF) on EMMA.  If any of the issuances being brought to market have a previously issued CUSIP LCF, then the current issuance is identified on this report card.

The report offers two alternative views:

Overview

When considering their obligations to provide all available breakpoint discounts on sales of Class A shares of front-end load mutual funds, member firms may review the following Breakpoint Checklist and Breakpoint Worksheet, which may help member firms evaluate their breakpoint compliance programs and confirm whether they are capturing all relevant categories of information to provide customers all available breakpoint discounts.

Background

Another issue we are studying through the lens of FINRA360 is branch office inspections. The responsibility of firms to supervise their associated persons is a critical component of federal broker-dealer regulation. Over the last few years, and in comments we have recently received, firms have raised questions about the manner in which they must conduct internal inspections, particularly for those offices or locations with a limited number of associated persons or where only operational or limited supervisory functions take place.

Timely and complete reporting of all information required by the FINRA By-Laws and rules, as well as the federal securities laws is critical. The Securities and Exchange Commission, FINRA, other self-regulatory organizations and state securities regulators use the information to make licensing and registration decisions, among other uses. FINRA also uses the information in BrokerCheck, which investors use for researching the professional backgrounds of firms and brokers.

Regulatory Obligations

Exchange Act Rule 15c3-1 (Net Capital Rule) requires firms to maintain net capital at specific levels to protect customers and creditors from monetary losses that can occur when firms fail.

The Registered Representative Composition Report is produced on a quarterly basis and displays trends in the profile of registered representatives associated with the firm. The report allows firms to compare their statistics to those of the industry. The data in this report comes from Web CRD^®.

This report is generally published approximately 5 weeks after the last business day of the quarter. Users who have not opted-out of notifications will receive an email indicating that new reports have been published.

Background

The Military Personnel Financial Services Protection Act ("Military Act") was enacted to protect members of the U.S. Armed Forces from unscrupulous practices regarding sales of insurance, financial and investment products. Congress amended Section 15A(b) of the Securities Exchange Act of 1934 with the enactment of the Military Act to require FINRA, as a registered securities association, to adopt rules governing the sales or offers of sales of securities on the premises of any military installation to members of the U.S. Armed Forces or their dependents.¹

The Customer Complaint Report is a quarterly report that displays trends in complaints reported to FINRA's Rule 4530 Application each quarter, pursuant to FINRA Rule 4530. Note: prior to July 1, 2011, complaints were submitted pursuant to NASD Rule 3070 and NYSE Rule 351. When a customer complaint is submitted to FINRA, the submitter must identify the product and problem classification detailed in the complaint. The report allows a firm to see their complaints in two views, by problem identified in the complaint and by product for which the complaint was submitted.

NASAA, the SEC, and FINRA co-hosted a free webinar on identifying and reporting the financial exploitation of senior investors. Firms can use this webinar to help train associated persons about how to identify and report financial exploitation of senior and vulnerable adult investors.