[Federal Register Volume 72, Number 197 (Friday, October 12, 2007)]
[Notices]
[Pages 58136-58137]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E7-20118]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-56615; File No. SR-FINRA-2007-014]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing and Immediate Effectiveness of 
Proposed Rule Change To Limit the Use of FINRA's Name and Any Other 
Name Owned by FINRA and To Require Members and Persons Associated With 
a Member that Refer to their FINRA Membership on a Web site to Provide 
a Hyperlink to www.finra.org

October 4, 2007.
    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 September 17, 2007, the Financial Industry Regulatory Authority, 
Inc. (``FINRA'') (f/k/a National Association of Securities Dealers, 
Inc. (``NASD'')) filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared substantially by FINRA. 
FINRA filed the proposal under section 19(b)(3)(A) of the Act \3\ and 
Rule 19b-4(f)(6) thereunder,\4\ which renders the proposal effective 
upon filing with 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\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 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 amend NASD Interpretative Material 2210-4 
(``IM-2210-4'') to limit the use of FINRA's name and any other 
corporate name owned by FINRA and to require members and persons 
associated with a member that refer to their FINRA Membership on a Web 
site to provide a hyperlink to http://www.finra.org. The text of the 
proposed rule change is available at http://www.finra.org, the 
principal offices of FINRA, and 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, 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
    On November 9, 2006, the SEC approved an amendment to IM-2210-4 
establishing a requirement for member firms and persons associated with 
a member that refer to their membership in NASD on a Web site to 
hyperlink to NASD's home page, http://www.nasd.com (``the hyperlink 
requirement'').\5\ On January 8, 2007, NASD published Notice to Members 
07-02, which announced the Commission's approval of the hyperlink 
requirement and established July 7, 2007, as its implementation 
date.\6\ Following SEC approval of the hyperlink requirement, NASD and 
NYSE Group, Inc (``NYSE'') announced a plan to consolidate their member 
regulation operations into a combined organization, the sole U.S. 
private-sector provider of member firm regulation for securities firms 
that do business with the public. To reflect this consolidation, NASD 
changed its corporate name and internet domain and delayed the 
implementation of the hyperlink requirement until its new corporate 
name and internet domain could be established.\7\ NASD has changed its 
name to FINRA and changed its internet domain from http://www.nasd.com 
to http://www.finra.org. FINRA is now submitting the instant proposed 
rule change to amend IM-2210-4 to reflect the new corporate identity.
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    \5\ See Securities Exchange Act Release No. 54740 (November 9, 
2006), 71 FR 67184 (November 20, 2006) (SR-NASD-2006-073).
    \6\ See NASD Notice to Members 07-02 (January 2007).
    \7\ FINRA previously announced that it would file a separate 
rule change to amend IM-2210-4 to reflect its new corporate name. 
See Securities Exchange Act Release No. 56124 (July 24, 2007), 72 FR 
42165 (August 1, 2007) (SR-NASD-2007-042) (Notice of Filing and 
Immediate Effectiveness of Proposed Rule Change to Delay the 
Implementation of NASD Interpretative Material 2210-4, which 
Requires Certain Member Firms to Provide a Hyperlink to http//
www.nasd.com).
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    First, the proposed rule change amends the heading of IM-2210-4 to 
refer to FINRA instead of NASD. Second, the reference to the NASD By-
Laws has been updated to refer to the FINRA By-Laws, which were adopted 
on July 30, 2007.\8\
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    \8\ Specifically, Article XV, Section 2, now states: ``No member 
shall use the name of the Corporation except to the extent that may 
be permitted by the Rules of the Corporation.'' The name of the 
Corporation is Financial Industry Regulatory Authority, Inc. See 
Securities Exchange Act Release No. 56146 (July 26, 2007), 72 FR 
42190 (August 1, 2007) (SR-NASD-2007-053) (Notice of Filing and 
Order Granting Accelerated Approval of Proposed Rule Change Relating 
to the Restated Certificate of Incorporation of National Association 
of Securities Dealers, Inc.).
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    Third, paragraph (1) includes a reference to FINRA or any other 
corporate name or facility owned by FINRA. By including ``any other 
corporate name or facility owned by FINRA,'' IM-2210-4 will still 
retain limitations on the use of NASD's name to avoid any potential 
confusion or misuse of its legacy name, which is still widely accepted 
by investors. In addition, IM-2210-4 will encompass names or facilities 
of FINRA, including TRACE and ADF. Consequently, under the proposed 
rule change, members could neither state nor imply in any 
communications with the public that FINRA, or any other corporate name 
or facility owned by FINRA, endorses, indemnifies, or guarantees the 
member's business practices, selling methods, the class or type of 
securities offered, or any specific security.
    Finally, in paragraph (3), FINRA replaces the references to 
``NASD'' and the NASD Web site, ``www.nasd.com,'' with ``FINRA,'' and 
``www.finra.org'' to reflect the new corporate identity. This amendment 
would require members, or persons associated with a member, that refer 
to their FINRA membership on a Web site to provide a hyperlink to 
http://www.finra.org.\9\
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    \9\ See Footnote 7.
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    FINRA will announce the implementation date of the proposed rule 
change in a Regulatory Notice to be published no later than 60 days 
following Commission notice of the filing of the rule change in the 
Federal Register for immediate effectiveness. The implementation date 
will be 30 days after the date of the filing.
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

[[Page 58137]]

FINRA's 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 is 
amending IM-2210-4 to reflect its new corporate identity and to ensure 
that its rule regarding the use of its corporate name is current and 
accurate.
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    \10\ 15 U.S.C. 78o-3(b)(6).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    FINRA does not believe that the proposed rule change will impose 
any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act.

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

    The proposed rule change has become effective pursuant to section 
19(b)(3)(A) of the Act \11\ and Rule 19b-4(f)(6) thereunder,\12\ 
because the foregoing proposed rule 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 if consistent with the protection of investors 
and the public interest.
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    \11\ 15 U.S.C. 78s(b)(3)(A).
    \12\ 17 CFR 240.19b-4(f)(6).
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    At any time within 60 days of the filing of such proposed rule 
change the Commission may summarily abrogate 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.\13\
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    \13\ 15 U.S.C. 78s(b)(3)(C).
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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 e-mail to [email protected]. Please include 
File Number SR-FINRA-2007-014 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-FINRA-2007-014. This 
file number should be included on the subject line if e-mail 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 inspection 
and copying 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 offices 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-2007-014 and should be 
submitted on or before November 2, 2007.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\14\
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    \14\ 17 CFR 200.30-3(a)(12).
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Nancy M. Morris,
Secretary.
 [FR Doc. E7-20118 Filed 10-11-07; 8:45 am]
BILLING CODE 8011-01-P