[Federal Register Volume 73, Number 182 (Thursday, September 18, 2008)]
[Notices]
[Pages 54190-54193]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E8-21760]
[[Page 54190]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-58514; File No. SR-FINRA-2008-039]
Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Order Approving the Proposed Rule Change To Adopt
FINRA Rules 5110 (Corporate Financing Rule), 5190 (Notification
Requirements for Offering Participants) and 6470 (Withdrawal of
Quotations in an OTC Equity Security in Compliance With SEC Regulation
M) in the Consolidated FINRA Rulebook
September 11, 2008.
I. Introduction
On July 16, 2008, 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'' or ``SEC''), pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (``Exchange Act'' or ``Act'') \1\ and
Rule 19b-4 thereunder,\2\ a proposal to adopt most of NASD Rule 2710
(Corporate Financing Rule) as FINRA Rule 5110 in the consolidated FINRA
rulebook, consolidating the rules in FINRA's jurisdiction relating to
Regulation M as new Rules 5190 and 6470 in the consolidated FINRA
rulebook, and make conforming changes to the rules related to
Regulation M applicable to the Alternative Display Facility (``ADF'').
This proposal was published for comment in the Federal Register on
August 11, 2008.\3\ The Commission received no comments on the
proposal. This order approves this proposed rule change.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ Securities Exchange Act Release No. 58302 (August 4, 2008),
73 FR 46657 (August 11, 2008) (SR-FINRA-2008-039).
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II. Description of the Proposed Rule Change
As part of the process of developing the new consolidated rulebook
(``Consolidated FINRA Rulebook''),\4\ FINRA is proposing to (1) adopt
NASD Rule 2710 as FINRA Rule 5110, with the exception of paragraphs
(b)(10) and (11); (2) adopt new FINRA Rule 5190, which would house the
Regulation M-related notice requirements applicable to members
participating in securities offerings (including paragraphs (b)(10) and
(11) of NASD Rule 2710 and paragraph (a) of Incorporated NYSE Rule
392); (3) adopt new FINRA Rule 6470, which would house certain
Regulation M-related requirements that are currently in the Over-the-
counter (``OTC'') Bulletin Board (``OTCBB'') rules and would apply to
all OTC Equity Securities; \5\ and (4) make conforming amendments to
the Regulation M-related rules applicable to the ADF.
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\4\ The current FINRA rulebook consists of two sets of rules:
(1) NASD Rules and (2) rules incorporated from NYSE (``Incorporated
NYSE Rules'') (together referred to as the ``Transitional
Rulebook''). The Incorporated NYSE Rules apply only to those members
of FINRA that are also members of the NYSE (``Dual Members''). Dual
Members also must comply with NASD Rules. For more information about
the rulebook consolidation process, see FINRA Information Notice,
March 12, 2008 (Rulebook Consolidation Process).
\5\ NASD Rule 6610(d) defines OTC Equity Security as ``any non-
exchange-listed security and certain exchange-listed securities that
do not otherwise qualify for real-time trade reporting.''
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A. Corporate Financing Rule
NASD Rule 2710, except paragraphs (b)(10) and (11) (which are
discussed below), regulates the underwriting terms and arrangements of
most public offerings (including shelf offerings) of securities sold
through FINRA members. NASD Rule 2710 requires members to file with
FINRA's Corporate Financing Department (the ``Corporate Financing
Department'') information regarding initial public offerings and
certain secondary offerings and to submit pertinent documentation,
including registration statements. The Corporate Financing Department
reviews this information prior to commencement of the offering to
determine whether the underwriting compensation and other terms and
arrangements meet the requirements of applicable FINRA rules. Members
are required to receive the Corporate Financing Department's opinion of
no-objections to the offering terms prior to participating in the
offering.
FINRA proposed to adopt NASD Rule 2710 as FINRA Rule 5110 in the
Consolidated FINRA Rulebook. With the exception of the deletion of
paragraphs (b)(10) and (11) as discussed below, FINRA proposed to make
only technical non-substantive changes to Rule 2710 such as replacing
references to ``NASD'' or ``the Association'' with ``FINRA'' and
certain conforming changes to references in Rule 2710 to, e.g., the
Exchange Act, SEA Rules, the Securities Act and Securities Act Rules.
B. Regulation M-Related Requirements
Regulation M is designed to prevent manipulation by persons with an
interest in the outcome of an offering and generally prohibits
activities and conduct that could artificially influence the market for
an offered security.\6\ In this regard, Regulation M generally
prohibits underwriters, broker-dealers, issuers and other persons
participating in a distribution from directly or indirectly bidding for
or purchasing the offered security (or inducing another person to do
so) during the ``restricted period,'' which commences on the later of
either one or five business days prior to the determination of the
offering price or such time that a person becomes a distribution
participant.\7\ For purposes of determining whether a one or five-day
or no restricted period applies under Regulation M, the SEC has adopted
a dual standard of world-wide average daily trading volume (``ADTV'')
and public float value. Regulation M also governs certain market
activities, usually undertaken by the managing underwriter or
underwriting group (i.e., stabilizing bids, syndicate covering
transactions and penalty bids) \8\ in connection with an offering and
requires that notice of such activity be provided to the relevant self-
regulatory organization or, in the case of stabilizing bids, the market
where the stabilizing bid is to be posted. Finally, Regulation M
generally prohibits any person from selling short a security that is
the subject of a public offering and purchasing the security in the
offering if such short sale was effected during the restricted period
(which, for purposes of the short sale restrictions, generally is the
five-day period prior to pricing).\9\
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\6\ See Securities Exchange Act Release No. 38067 (December 20,
1996), 62 FR 520 (January 3, 1997).
\7\ 17 CFR 242.100, definition of ``restricted period.''
\8\ 17 CFR 242.100, definitions of ``stabilizing,'' ``syndicate
covering transaction,'' and ``penalty bid.''
\9\ See Securities Exchange Act Release No. 56206 (August 6,
2007), 72 FR 45094 (August 10, 2007).
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As part of FINRA's program to monitor for member compliance with
Regulation M, FINRA's Market Regulation Department (the ``Market
Regulation Department'') reviews members' OTC trading and quoting
activity for prohibited purchases and/or bids during the applicable
restricted period and short sales during the five-day period prior to
pricing the offering. FINRA rules must ensure that FINRA receives
pertinent distribution-related information in a timely fashion to
facilitate this component of FINRA's Regulation M compliance program.
1. Existing FINRA Rules
FINRA's current Regulation M-related rules comprise notice
requirements set forth in NASD Rule 2710(b)(10) and (11) and
Incorporated NYSE Rule 392
[[Page 54191]]
(Notification Requirements for Offerings of Listed Securities), as well
as marketplace-specific requirements in the OTCBB and ADF rules. NASD
Rule 2710(b)(10) requires members that are acting as manager (or in a
similar capacity) of a distribution of unlisted securities that are
considered a subject or reference security subject to Rule 101 of
Regulation M or an ``actively traded'' security under Rule 101 of
Regulation M to submit a request for an Underwriting Activity Report
(``UAR'') from the Market Regulation Department. The request for a UAR,
which is the mechanism by which FINRA currently receives notice of
prospective distributions, must be submitted at the time a registration
statement or similar offering document is filed with the Corporate
Financing Department, the Commission, or other regulatory agency and if
not filed with any regulatory agency, at least two business days prior
to commencement of the restricted period. Such request must include a
copy of the registration statement or similar offering document. If no
member is acting as manager, then each member that is a distribution
participant or affiliated purchaser shall submit the request for a UAR,
unless another member has assumed responsibility for compliance.
NASD Rule 2710(b)(11) requires members that are acting as manager
(or in a similar capacity) of a distribution of securities that are
listed on a national securities exchange and considered a subject
security or reference security subject to Rule 101 of Regulation M or
an ``actively traded'' security under Rule 101 of Regulation M to
provide notice to the Market Regulation Department of the pricing of
the distribution, including the date and time of pricing, the offering
price and the time the distribution terminated. Such notice must be
provided no later than the close of business the day the offering
terminates and may be submitted on the UAR.
Incorporated NYSE Rule 392(a) requires that Dual Members provide
notice of pricing and related information (including the restricted
period, if any, the offering price and the basis for pricing) in
connection with an offering of an NYSE-listed security. Incorporated
NYSE Rule 392(b) requires that Dual Members provide notice of syndicate
covering transactions and penalty bids and stabilizing bids in
connection with an offering of an NYSE-listed security.
FINRA's OTCBB and ADF-related marketplace rules also include
certain Regulation M-related requirements. Any member that is a
distribution participant or affiliated purchaser in a distribution of
an OTCBB-eligible security must provide notice to the Corporate
Financing Department of its intention to impose a penalty bid or
conduct a syndicate covering transaction pursuant to Rule 104 of
Regulation M.\10\
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\10\ See NASD Rule 6540(d)(1)(D)(iii).
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In addition, members are required to withdraw their quotations in
the OTCBB (in OTCBB-eligible securities) and the ADF (in NMS stocks) to
comply with applicable restricted periods under Regulation M.
Specifically, a member that is a distribution participant or affiliated
purchaser in a distribution of an OTCBB-eligible security must withdraw
its quotations in the offered security,\11\ and provide notice to
FINRA's Operations Department prior to pricing.\12\ The member must
also provide notice to the Market Regulation Department upon the
pricing of the distribution.\13\ Additionally, members are prohibited
from entering stabilizing bids pursuant to Rule 104 of Regulation M in
the OTCBB.\14\
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\11\ See NASD Rule 6540(d)(1)(D)(ii).
\12\ See NASD Rule 6540(d)(1)(D)(i).
\13\ See NASD Rule 6540(d)(1)(D)(iv).
\14\ See NASD Rule 6540(d)(1)(D)(ii).
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With respect to quotations in the ADF, FINRA's Operations
Department may grant excused withdrawal status to a Registered
Reporting ADF Market Maker, as defined in NASD Rule 4200A(a)(14), that
is a distribution participant or affiliated purchaser in a distribution
of an NMS stock in order to comply with the applicable restricted
period under Regulation M.\15\ A member acting as manager (or in a
similar capacity), or any member that is a distribution participant or
affiliated purchaser in a distribution that does not have a manager,
must notify FINRA's ADF Operations and the Market Regulation Department
of a prospective distribution and request a withdrawal of each market
maker's quotations.\16\ Members also must submit a written request to
ADF Operations and the Market Regulation Department to rescind the
market maker's excused withdrawal status and provide notice of the date
and time of the pricing of the offering, the offering price, and the
time the offering terminated.\17\
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\15\ See NASD Rule 4619A(f).
\16\ See NASD Rule 4619A(f)(1).
\17\ See NASD Rule 4619A(f)(3).
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2. Proposed New FINRA Rule 5190
FINRA proposed to consolidate and house all of its Regulation M-
related notice requirements in a single rule, proposed new FINRA Rule
5190 (Notification Requirements for Offering Participants). The scope
of the current rules and information required would be expanded, as
necessary, to impose consistent notice requirements relating to
distributions of listed and unlisted securities. FINRA believes that
the proposed rule change would ensure that FINRA receives from its
members pertinent distribution-related information in a timely fashion.
Proposed Rule 5190(c) sets forth the notice requirements applicable
to distributions of listed and unlisted securities that are ``covered
securities'' subject to a restricted period under Rule 101 or 102 of
Regulation M.\18\ Specifically, proposed Rule 5190(c)(1)(A) would
require members to determine, in accordance with Regulation M, whether
a distribution is subject to a one-day or five-day restricted period
under Rule 101 of Regulation M, and provide written notice to FINRA of
the member's determination and the basis for such determination.\19\
Additionally, pursuant to proposed Rule 5190(c)(1)(A), members would be
required to include in the written notice the contemplated date and
time of commencement of the restricted period, identifying the
distribution participants and affiliated purchasers.
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\18\ 17 CFR 242.100, definition of ``covered securities.''
\19\ While the proposed rule change would place the onus of
determining the applicable restricted period on the member for all
distributions, as a practical matter, FINRA represented that it
would accept notification by a member that the maximum five-day
restricted period applies to a prospective distribution, without
providing the basis for that determination. If, on the other hand, a
member were to assert that a one day or no restricted period applied
to a particular distribution, FINRA represented that it would
require that the member demonstrate the basis for that
determination.
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Members would be required to provide such notice no later than the
business day prior to the first complete trading session of the
applicable restricted period, unless later notification is necessary
under specific circumstances.\20\ FINRA notes that where the principal
market closes early, for example for a holiday, the shortened session
would constitute a complete
[[Page 54192]]
trading session for purposes of proposed Rule 5190. NASD Rule
2710(b)(10) requires that notice be provided at the time of filing the
registration statement. However, for some distributions, particularly
shelf offerings, the registration statement may be filed well in
advance of commencement of the distribution. As a result, by the time
the distribution takes place, the information previously provided by
the member could be out-of-date or the ADTV or public float levels
could have changed, in which case a different restricted period would
apply.
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\20\ In most instances, FINRA represented it would expect to
receive notification within the prescribed time frame, but may
permit later notification in limited circumstances. Such
determination would be made by the Market Regulation Department on a
case-by-case basis. For example, there may be instances where the
nature of the transaction has made it impossible to provide timely
notice (e.g., a private investment in public equity (``PIPE'')
offering is commenced and priced on the same day, and thus the
member could not have provided notice on the business day prior to
the first complete trading session of the applicable restricted
period). NASD Rule 4619A(f)(1), which sets forth the notice and
withdrawal of quotations requirements applicable to ADF participants
for purposes of compliance with Regulation M, similarly contemplates
later notification where necessary under the specific circumstances.
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The proposed rule change would eliminate the express requirement
under FINRA rules that members request a UAR and would instead permit
FINRA to prescribe the form in which notice and the required
information must be submitted to FINRA (including, as discussed above,
notice of the member's independent determination regarding whether a
restricted period applies).\21\ The proposed rule change also would
eliminate the requirement in NASD Rule 2710(b)(10) that members submit
a copy of the registration statement. FINRA represented that the Market
Regulation Department does not rely on the registration statement in
monitoring member quoting and trading activity for purposes of
Regulation M compliance. Moreover, FINRA believes that this requirement
could potentially suggest that the Regulation M-related requirements
are applicable only to registered offerings when, in fact, certain
unregistered offerings, e.g., private placements and PIPEs, are subject
to Regulation M and FINRA's notice requirements.
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\21\ FINRA represented that it will announce the form and method
of transmission in a Notice to be published on its Web site. For
example, such form could include the request for a UAR in connection
with distributions of Nasdaq-listed securities.
Additionally, FINRA notes that the Market Regulation Department
monitors for purposes of compliance with Regulation M on behalf of
the Nasdaq Exchange pursuant to a Regulatory Services Agreement
(RSA). The Market Regulation Department will continue to generate
UARs on behalf of the Nasdaq Exchange under the RSA to assist firms
in determining the applicable restricted period, as well as
applicable Nasdaq passive market making limits, under Regulation M
with respect to Nasdaq-listed securities pursuant to Nasdaq Exchange
rules.
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Proposed Rule 5190(c)(1)(B) would require that upon pricing a
distribution that is subject to a restricted period under Rule 101 of
Regulation M, members provide written notice to FINRA and the following
information: (1) The security name and symbol; (2) the type of
security; (3) the number of shares offered; (4) the offering price; (5)
the last sale before the distribution; (6) the pricing basis (e.g., the
prior day closing price, a negotiated price, last sale, etc.); (7) the
SEC effective date and time; (8) the trade date; and (9) the restricted
period. Consistent with proposed paragraph (c)(1)(A), members also
would be required to identify the distribution participants and
affiliated purchasers.
The notice under proposed Rule 5190(c)(1)(B) would be required to
be submitted no later than the close of business the next business day
following the pricing of the distribution, unless later notification is
necessary under specific circumstances. NASD Rule 2710(b)(11) requires
that notice of pricing be provided no later than the close of business
the day the offering terminates. However, FINRA represented that
current practice is for most members to provide immediate notice of
pricing. FINRA believes that, in addition to being consistent with
current practice, the proposed rule change would ensure that FINRA gets
timely pricing information in instances where a distribution does not
terminate for weeks or even months after pricing.
Proposed Rule 5190(c)(1)(C) would require that members provide
written notice of the cancellation or postponement of any distribution
for which prior notice of commencement of the restricted period has
been provided to FINRA. Members would be required to provide such
notice immediately upon the cancellation or postponement of the
distribution.
Proposed Rule 5190(c)(2) would require that any member that is an
issuer or selling security holder in a distribution of any security
that is a covered security subject to a restricted period under Rule
102 of Regulation M comply with the notice requirements of proposed
Rule 5190(c)(1), unless another member has assumed responsibility in
writing for compliance therewith. FINRA believes that the proposed
provision would ensure that FINRA receives notice of any distribution
in which a member is participating as an issuer or selling security
holder, to the extent that notice of such distribution has not already
been provided under proposed Rule 5190.
Proposed Rule 5190(d) sets forth the notice requirements applicable
to distributions of listed and unlisted securities that are considered
``actively traded'' securities and thus are not subject to a restricted
period under Rule 101 of Regulation M.\22\ In connection with such
distributions, pursuant to proposed Rule 5190(d)(1), members would be
required to provide written notice to FINRA of the member's
determination that no restricted period applies and the basis for such
determination. Proposed Rule 5190(d)(1) would require that such notice
be provided at least one business day prior to the pricing of the
distribution, unless later notification is necessary under specific
circumstances.
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\22\ The rule text for Proposed Rule 5190(d)(1) states that
members must make a determination that ``no restricted period
applies under Rule 101.'' The Commission notes, however, that
although distribution participants may rely on the actively-traded
securities exception of Rule 101(c)(1) if applicable, a restricted
period would otherwise apply. For example, the actively-traded
securities exception is not available in Rule 102.
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Proposed Rule 5190(d)(2) would require that upon pricing a
distribution of a security that is considered ``actively traded'' under
Rule 101 of Regulation M, members provide written notice to FINRA and
the same pricing-related information that would be required under
proposed paragraph (c)(1)(B) as discussed above. Also consistent with
proposed paragraph (c)(1)(B), proposed Rule 5190(d)(2) would require
members to identify the distribution participants and affiliated
purchasers, and provide the required notice no later than the close of
business the next business day following the pricing of the
distribution, unless later notification is necessary under specific
circumstances.\23\
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\23\ FINRA represented that a member that is an issuer or
selling security holder in a distribution of an actively traded
security that is subject to a restricted period under Rule 102 of
Regulation M would be required to comply with the notice
requirements under proposed Rule 5190(c)(2).
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Under paragraphs (c)(1) and (d) of proposed Rule 5190, a member
acting as manager (or in a similar capacity) of the distribution would
have the obligation to submit the requisite notice to FINRA. However,
if no member is acting as manager (or in a similar capacity), then each
member that is a distribution participant or affiliated purchaser would
be required to provide notice to FINRA, unless another FINRA member has
assumed responsibility in writing for compliance with the notice
requirement. This is consistent with the current approach under NASD
Rule 2710(b)(10).\24\
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\24\ Members would be required to update the notice required
under proposed Rule 5190, as necessary (e.g., a manager would update
the notice where distribution participants are added after
commencement of the restricted period).
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Finally, proposed Rule 5190(e) would require members to provide
notice to FINRA of penalty bids or syndicate covering transactions in
connection with an offering of an OTC Equity Security. Members would be
required to provide notice to FINRA of their intention to conduct such
activity prior to imposing the penalty bid or engaging
[[Page 54193]]
in the first syndicate covering transaction, as well as other pertinent
information, such as identification of the security, its symbol, and
the date such activity will occur. In addition, members would be
required to subsequently confirm such activity within one business day
of completion, including identification of the security and its symbol,
the total number of shares and the date(s) of such activity. The
proposed provision is substantially similar to NASD Rule
6540(d)(1)(D)(iii). FINRA believes that by including these notice
requirements in proposed Rule 5190, the proposed rule change would
clarify that they apply to distributions of all OTC Equity Securities
and are not limited to distributions of OTCBB-eligible securities.
In light of the foregoing, FINRA proposed to delete paragraphs
(b)(10) and (11) from NASD Rule 2710 and Incorporated NYSE Rule 392 in
its entirety. FINRA represented that the notice requirements of NASD
Rule 2710(b)(10) and (11) and Incorporated NYSE Rule 392(a) largely
would be incorporated in proposed Rule 5190. Because Incorporated NYSE
Rule 392(b) is specific to the NYSE marketplace, FINRA did not propose
that these requirements become part of the Consolidated FINRA Rulebook.
3. Proposed Amendments to Marketplace Rules
FINRA also proposed to clarify the scope and application of the
Regulation M-related requirements that are in the current OTCBB and ADF
marketplace rules. FINRA proposed to adopt new FINRA Rule 6470
(Withdrawal of Quotations in an OTC Equity Security in Compliance with
SEC Regulation M), which would: (1) require a member that is a
distribution participant, affiliated purchaser, selling security holder
or issuer in a distribution of an OTC Equity Security that is a covered
security subject to Rule 101 or Rule 102 of Regulation M to withdraw
all quotations in the security during the restricted period; and (2)
prohibit the entry of stabilizing bids for the OTC Equity Security
pursuant to Rule 104 of Regulation M. FINRA represented that proposed
Rule 6470 is substantially similar to NASD Rule 6540(d)(1)(D)(ii) and
would clarify that the requirements apply not only to OTCBB-eligible
securities, but to all OTC Equity Securities quoted in any inter-dealer
quotation system (i.e., OTCBB and Pink Sheets). Thus, under the
proposed rule change, the Regulation M-related provisions would be
deleted from the OTCBB rules (specifically, paragraphs (d)(1)(D), (E)
and (F) would be deleted from NASD Rule 6540) and comparable
requirements would be housed in either proposed Rule 5190, as discussed
above, or proposed Rule 6470.
FINRA also proposed to make certain conforming changes to the
Regulation M-related rules applicable to the ADF. Specifically, FINRA
proposed to amend NASD Rule 4619A(f) to conform to the language and
structure of proposed Rule 6470. Thus, a Registered Reporting ADF
Market Maker that is a distribution participant, affiliated purchaser,
selling security holder or issuer in a distribution of an NMS stock
that is a covered security subject to Rule 101 or 102 of Regulation M
would be required to request an excused withdrawal of its quotations in
the ADF in the offered security. FINRA believes that it is more
appropriate to impose such obligation on the member that is posting the
quotation, rather than require the manager of the distribution to do so
on behalf of each member. FINRA further proposed to amend NASD Rule
4200A, which sets forth the definitions applicable to the ADF rules, to
make technical and conforming changes such as adding necessary
references to Regulation M and deleting definitions that are currently
not used in the ADF rules.
FINRA believes that the proposed rule change will significantly
improve the clarity of the current rules and enhance the information
FINRA receives, which will better enable FINRA to monitor member OTC
quoting and trading for purposes of Regulation M compliance.
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 approval.
III. Discussion and Findings
After careful review, the Commission finds that the proposed rule
change is consistent with the requirements of the Act, and the rules
and regulations thereunder that are applicable to a national securities
association.\25\ In particular, the Commission believes that the
proposed rule change is consistent with the provisions of Section
15A(b)(6) of the Act,\26\ which requires, among other things, that
FINRA rules 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. The Commission
believes that moving the Regulation M-related provisions of the rules
under FINRA's jurisdiction in the manner proposed will provide greater
clarity to members and aid in compliance. The Commission also notes
that it has previously approved the portions of NASD Rule 2710 to be
adopted as FINRA Rule 5110,\27\ and the proposal merely moves that
portion of Rule 2710 nearly verbatim from the NASD rulebook to the
Consolidated FINRA Rulebook. The Commission believes that this move is
primarily ministerial and only aids FINRA members in complying with
existing obligations.
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\25\ In approving this proposal, the Commission has considered
the proposed rule's impact on efficiency, competition, and capital
formation. See 15 U.S.C. 78c(f).
\26\ 15 U.S.C. 78o-3(b)(6).
\27\ See, e.g., Securities Exchange Act Release No. 48989
(December 23, 2003), 68 FR 75684 (December 31, 2003).
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IV. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\28\ that the proposed rule change (File No. SR-FINRA-2008-039) be,
and hereby is, approved.
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\28\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\29\
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\29\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-21760 Filed 9-17-08; 8:45 am]
BILLING CODE 8010-01-P