[Federal Register Volume 84, Number 229 (Wednesday, November 27, 2019)]
[Notices]
[Pages 65436-65443]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-25707]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87583; File No. SR-MSRB-2019-13]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing of a Proposed Rule Change To Amend the 
Information Facility of the MSRB's Electronic Municipal Market Access 
(EMMA[supreg]) System

November 21, 2019.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ notice 
is hereby given that on November 19, 2019 the Municipal Securities 
Rulemaking Board (``MSRB'') filed with the Securities and Exchange 
Commission (``SEC'' or ``Commission'') the proposed rule change as 
described in Items I, II, and III below, which Items have been prepared 
by the MSRB. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The MSRB filed with the Commission a proposed rule change to amend 
the information facility of the MSRB's Electronic Municipal Market 
Access (EMMA[supreg]) system (the ``EMMA IF'') \3\ to provide for (1) 
the automated calculation and static display of the number of days 
between (i) the annual fiscal period end date for an issuer \4\ or 
obligated person \5\ and (ii) the date an annual financial disclosure 
\6\ is

[[Page 65437]]

submitted to the EMMA system for such annual fiscal period (the 
``Submission Calculator'') and (2) the reconfiguration of certain 
information shown on the EMMA public website (emma.msrb.org) (the 
``EMMA Portal'') \7\ to more prominently display an issuer's or 
obligated person's annual financial disclosures and related information 
(the ``proposed rule change'').
---------------------------------------------------------------------------

    \3\ The EMMA IF serves to outline the basic functionality and 
the high-level parameters by which the MSRB operates the EMMA 
system. As further described in the EMMA IF, the EMMA system 
consists of the EMMA Primary Market Disclosure Service, the EMMA 
Continuing Disclosure Service, the EMMA Trade Price Transparency 
Service and the EMMA Short-Term Obligation Rate Transparency 
Service. See EMMA IF, available at: http://www.msrb.org/Rules-and-Interpretations/MSRB-Rules/Facilities/EMMA-Facility.aspx.
    \4\ Under 17 CFR 240.15c2-12 of the Exchange Act (``Rule 15c2-
12'' or the ``Rule''), the Commission has generally defined the term 
``issuer of municipal securities'' to mean any governmental issuer 
specified in section 3(a)(29) of the Act and the issuer of any 
separate security, including a separate security as defined in rule 
3b-5(a) under the Act. See 17 CFR 240.15c2-12(f)(4). The proposed 
rule change uses the term issuer consistent with Rule 15c2-12(f)(4) 
to mean any such ``issuer of municipal securities'' submitting 
continuing disclosure documents and related information to the EMMA 
system, whether on a voluntary basis or pursuant to a contractual 
undertaking, such as a continuing disclosure agreement (as 
hereinafter defined in note 6 infra).
    \5\ Section 15B(e)(10) of the Act defines ``obligated person'' 
as ``any person, including an issuer of municipal securities, who is 
either generally or through an enterprise, fund, or account of such 
person, committed by contract or other arrangement to support the 
payment of all or part of the obligations on the municipal 
securities to be sold in an offering of municipal securities.'' 15 
U.S.C. 78o-4(e)(10). As interpreted by the Commission in Rule 15c2-
12(f)(10), the term ``obligated person'' means any person, including 
an issuer of municipal securities, who is either generally or 
through an enterprise, fund, or account of such person committed by 
contract or other arrangement to support payment of all, or part of 
the obligations on the municipal securities to be sold in the 
offering (other than providers of municipal bond insurance, letters 
of credit, or other liquidity facilities). See 17 CFR 240.15c2-
12(f)(10). The proposed rule change uses the term obligated person 
consistent with Rule 15c2-12(f)(10) to mean any such ``obligated 
person'' submitting continuing disclosure documents and related 
information to the EMMA system, whether on a voluntary basis or 
pursuant to a contractual undertaking, such as a continuing 
disclosure agreement.
    \6\ Under Rule 15c2-12, a participating underwriter in an 
offering of certain municipal securities must determine that an 
issuer or obligated person has undertaken in a written agreement or 
contract for the benefit of holders of the municipal securities to 
provide certain information to the MSRB (a ``continuing disclosure 
agreement''), which includes a requirement, among others, to provide 
certain annual financial and operating information (i.e., ``annual 
financial filings'') and audited financial statements (i.e., 
``audited financial filings''), if available (collectively, ``annual 
financial disclosures''). See 17 CFR 240.15c2-12(b)(5)(i).
    \7\ As further defined in the EMMA IF, the EMMA Portal is the 
functionality for displaying and otherwise making certain documents 
and data available to the public without charge.
---------------------------------------------------------------------------

    The Board is proposing these amendments to the EMMA IF and 
corresponding enhancements to the EMMA system to promote greater 
transparency in the municipal securities market, including by making 
financial information more readily apparent to investors, market 
professionals, and the general public through the EMMA Portal. The 
Board believes the proposed rule change is consistent with the Act. By 
promoting greater transparency and awareness of the financial 
disclosures available in the municipal securities market, the Board 
believes the proposed rule change would promote (1) the protection of 
investors and the public interest and (2) the prevention of fraudulent 
and manipulative acts and practices. The Board has determined to file 
the proposed rule change under Section 19(b)(2) of the Act and requests 
that the proposed rule change become operative on a date to be 
determined by the MSRB through a notice published on its website not 
later than 180 days following the publication of the Commission's 
approval of the proposed rule change in the Federal Register, with such 
operative date being not more than one year from the date of such MSRB 
notice.
    The text of the proposed rule change is available on the MSRB's 
website at www.msrb.org/Rules-and-Interpretations/SEC-Filings/2019-Filings.aspx, at the MSRB's principal office, 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, the MSRB 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. The MSRB 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
    The proposed rule change consists of amendments to the EMMA IF that 
would provide for (1) the development and operation of the Submission 
Calculator and (2) the reconfiguration of certain information shown on 
the EMMA Portal, in order to more prominently display an issuer's or 
obligated person's annual financial disclosures and related 
information.
The Collection and Display of Financial Information on the EMMA Portal
    The EMMA System and EMMA Portal. The EMMA system consists of 
several component functions that process and disseminate market 
information submitted to the MSRB. For example, the EMMA Trade Price 
Transparency Service publishes information on the EMMA Portal about 
trading activity in the municipal securities market when such 
information is reported by brokers, dealers, and municipal securities 
dealers (collectively, ``dealers'') in accordance with MSRB Rule G-14, 
on reports of sales or purchases. Similarly, the EMMA Primary Market 
Disclosure Service processes submissions of official statements, 
preliminary official statements, and related pre-sale documents for 
display on the EMMA Portal when such information is submitted 
voluntarily or in compliance with MSRB Rule G-32, on disclosures in 
connection with primary offerings. Consequently, issuers, obligated 
persons, dealers, investors, and the general public routinely interact 
with the EMMA system in order to submit or access information. The EMMA 
Portal averages more than 95,000 pageviews per day, which amounts to 
over 35 million pageviews in a full year. In this way, the EMMA Portal 
is relied upon as a free and credible source of market information and 
provides unprecedented transparency about the municipal securities 
market.\8\
---------------------------------------------------------------------------

    \8\ See, e.g., Securities and Exchange Commission, Report on the 
Municipal Securities Market, at p. 35 (July 31, 2012) (``2012 
Municipal Report'') (stating EMMA ``significantly improved the 
availability of both primary market and continuing disclosure 
documents to investors''), available at https://www.sec.gov/news/studies/2012/munireport073112.pdf, and Commissioner Michael S. 
Piwowar, Remarks at MSRB Dinner to Celebrate Milestones in Municipal 
Market Transparency (April 24, 2018) (stating EMMA has ``empowered 
investors with a level of transparency that was previously unknown 
in this market and has transformed the municipal securities 
industry''), available at https://www.sec.gov/news/speech/speech-piwowar-20180424.
---------------------------------------------------------------------------

    Rule 15c2-12 and the EMMA Continuing Disclosure Service. A 
continuing disclosure agreement that is entered into consistent with 
the requirements of Rule 15c2-12 commits an issuer or obligated person 
to provide continuing disclosure documents in conformance with the 
process and other requirements prescribed by the MSRB, including the 
entry of certain identifying information.\9\ The EMMA Continuing 
Disclosure Service is the component of the EMMA system authorized to 
receive, process, and disseminate continuing disclosure information 
submitted by issuers, obligated persons, and their agents 
(collectively, ``disclosure submitters'' or ``submitters'').\10\ Upon 
receipt and processing, the EMMA Continuing Disclosure Service 
disseminates annual financial disclosures, event notices, and other 
disclosure documents on the EMMA Portal, making them publicly available 
at no cost. The EMMA system uses certain identifying information 
provided by submitters to electronically index and systematically 
display submissions, which allows external users to more readily find 
and access disclosure documents on the EMMA Portal.
---------------------------------------------------------------------------

    \9\ See 17 CFR 240.15c2-12(b)(5)(i); see also Release No. 34-
59062 (December 5, 2008) 73 FR 76104 (December 15, 2008) (File No. 
S7-21-08) (the ``Sole Repository Release'') (``The final amendments 
require a Participating Underwriter to reasonably determine that the 
issuer or obligated person has agreed at the time of a primary 
offering: (1) To provide the continuing disclosure documents to the 
MSRB instead of to each NRMSIR and the appropriate SID, if any; and 
(2) to provide the continuing disclosure documents in an electronic 
format and accompanied by identifying information as prescribed by 
the MSRB.''). As further described herein, the EMMA system uses 
certain identifying information provided by a submitter to 
electronically index a disclosure document.
    \10\ See Release No. 34-59061 (December 5, 2008), 73 FR 75778 
(December 12, 2008) (File No. SR-MSRB-2008-05) (December 8, 2008) 
(the ``Continuing Disclosure Service Release'') (establishing the 
EMMA Continuing Disclosure Service ``for the receipt of, and for 
making available to the public, continuing disclosure documents and 
related information to be submitted by issuers, obligated persons 
and their agents pursuant to continuing disclosure undertakings 
entered into consistent with Rule 15c2-12'').
---------------------------------------------------------------------------

    Submission Process for Annual Financial Disclosures. In authorizing 
the EMMA Continuing Disclosure Service, the Commission granted 
authority to the MSRB to prescribe the identifying information 
collected by the EMMA system for purposes of sorting, categorizing, and 
retrieving continuing disclosure submissions.\11\ When

[[Page 65438]]

receiving the submission of an annual financial disclosure, the MSRB 
generally requires \12\ disclosure submitters to enter the following 
information:
---------------------------------------------------------------------------

    \11\ See 17 CFR 240.15c2-12(b)(5)(i). See also the Sole 
Repository Release, supra note 9, 73 FR at 76114 (``We [i.e., the 
SEC] believe that providing identifying information with each 
submitted document will permit the repository to sort and categorize 
the document efficiently and accurately. We also anticipate that the 
inclusion with each submission of the basic information needed to 
accurately identify the document will facilitate the ability of 
investors, market participants, and others to reliably search for 
and locate relevant disclosure documents.'') and the Continuing 
Disclosure Service Release, supra note 10, 73 FR at 75781, fn. 48 
(stating ``the commitment by an issuer to provide identifying 
information exists only if it were included in a continuing 
disclosure agreement. As a result, issuers submitting continuing 
disclosure documents pursuant to the terms of undertakings that were 
entered into prior to the effective date of [the amendments to the 
Rule effectuated by the Sole Repository Release] and that did not 
require identifying information will be able to submit documents 
without supplying identifying information.'')
    \12\ As noted in the Continuing Disclosure Service Release, a 
continuing disclosure agreement specifies whether an issuer or 
obligated persons must provide identifying information. As a result, 
issuers and obligated persons submitting continuing disclosure 
documents pursuant to the terms of certain continuing disclosure 
agreements--i.e., agreements entered into prior to the effective 
date of the Commission's 2008 amendments to the Rule that did not 
require identifying information--are permitted to submit documents 
without supplying such identifying information. See Continuing 
Disclosure Release, supra note 10, at 73 FR 75781, fn. 48.
---------------------------------------------------------------------------

     Disclosure Category. Submitters identify the appropriate 
indexing category for the annual financial disclosure (the ``disclosure 
category'') as being an annual financial filing and/or audited 
financial filing.\13\
---------------------------------------------------------------------------

    \13\ Disclosure submitters select the ``Annual Financial 
Information and Operating Data (Rule 15c2-12)'' disclosure category 
field for an annual financial filing and/or the ``Audited Financial 
Statements or CAFR (Rule 15c2-12)'' disclosure category field for an 
audited financial filing.
---------------------------------------------------------------------------

     Brief Content Description. Submitters may provide a brief 
description of the content of the annual financial filing and/or 
audited financial filing.
     Fiscal Period Covered. Submitters enter the annual fiscal 
period covered by the annual financial disclosure in the date field, 
including a fiscal year end date (the ``Fiscal Period End Date'').\14\
---------------------------------------------------------------------------

    \14\ The EMMA Dataport Manual for Continuing Disclosure 
Submissions provides instructions and other information for issuers, 
obligated persons, dealers, municipal advisors, or staff of any 
other organization submitting to the EMMA Continuing Disclosure 
Service via the EMMA Dataport web user interface. The manual is 
published on the MSRB's website and is available at: http://
www.msrb.org/~/media/pdfs/msrb1/EMMA/pdfs/EMMACDManual.ashx?la=en.
---------------------------------------------------------------------------

    Once published by a disclosure submitter, the EMMA Continuing 
Disclosure Service (1) timestamps the annual financial disclosure to 
register the time and date of the submission of the annual financial 
disclosure to the EMMA system (the ``Posted Date''), (2) processes the 
information entered by a submitter to classify and index the annual 
financial disclosure on the EMMA Portal, and (3) disseminates the 
annual financial disclosure document and related information, such as 
the fiscal period information, on the EMMA Portal, making the annual 
financial disclosure and related information publicly available at no 
cost.
Concerns Regarding the Timeliness of Annual Financial Disclosures
    The timeliness of financial disclosures is often cited as an 
important factor in their usefulness to investors and other market 
participants, and the subject of how to improve the timeliness of 
financial disclosures in the municipal securities market has been, and 
continues to be, a significant concern of the Commission and various 
market participants.\15\
---------------------------------------------------------------------------

    \15\ See, e.g., 2012 Municipal Report, supra note 8 at p. 74 
(citing Release No. 34-33741, ``Statement of the Commission 
Regarding Disclosure Obligations of Municipal Securities Issuers and 
Others'' (March 9, 1994), 59 FR 12748 (March 9, 1994)).
---------------------------------------------------------------------------

    The Commission's 1994 Interpretive Release and Rule Amendments. The 
Commission has emphasized the importance of timely disclosure for 
decades. As early as its 1994 interpretive release regarding the 
disclosure obligations of municipal security issuers and others, the 
Commission stated that, ``[t]o avoid providing investors with a stale, 
and therefore potentially misleading, picture of financial condition 
and results of operations, issuers and obligors need to release their 
annual financial statements as soon as practical.'' \16\ Later in the 
same year when it amended Rule 15c2-12 to require continuing disclosure 
agreements to thereafter incorporate provisions regarding annual 
financial disclosures and certain event notices, the Commission further 
highlighted the importance of financial information in the secondary 
market, declaring that ``purchasers in the secondary market need the 
same level of financial information and operating data in making 
investment decisions as purchasers in the underwritten offering.'' \17\
---------------------------------------------------------------------------

    \16\ Release No. 34-33741, ``Statement of the Commission 
Regarding Disclosure Obligations of Municipal Securities Issuers and 
Others'' (March 9, 1994), 59 FR 12748, at 12753 (March 9, 1994) 
(File No. S7-4-94).
    \17\ Release No. 34-34961 (November 10, 1994), 59 FR 59950 
(November 17, 1994) (File No. S7-5-94).
---------------------------------------------------------------------------

    The Commission's 2012 Municipal Report. Building on its prior 
statements, the Commission's 2012 Municipal Report affirmed that, 
``[t]imely financial reporting, including timely issuance of audited 
annual financial information, not only aids market participants in 
making informed investment decisions, but is critical to the function 
of an efficient trading market.'' \18\ Citing comments from market 
participants, the 2012 Municipal Report concluded that, ``[t]he major 
challenge in the secondary market disclosure, according to market 
participants, is the timeliness and completeness of filings as well as 
compliance with continuing disclosure agreements.'' The report also 
noted certain concerns raised by municipal issuers about the burden of 
increased regulation,\19\ including the concern that mandating a 
specific timeframe for the dissemination of financial information may 
not be feasible for the municipal market.\20\ In acknowledgment of the 
limitations on the regulation of municipal issuers under the existing 
regulatory scheme, the 2012 Municipal Report made a series of 
recommendations involving ``a combination of approaches, including 
legislative, regulatory and industry-based initiatives.'' \21\ One of 
those recommendations included the enhancement of the EMMA system, so 
that ``retail investors have better access to disclosure with respect 
to municipal securities as soon as practicable.'' \22\
---------------------------------------------------------------------------

    \18\ 2012 Municipal Report, supra note 8, at p. 74.
    \19\ Id., at p. iv (``the Report notes concerns raised by 
issuers about potential burdens that could result from increased 
regulation.'')
    \20\ Id., at p. 80 (citing to the concerns of issuer 
representatives at certain hearings regarding ``the necessity, or 
even feasibility, of a mandated shorter timeframe for the 
dissemination of financial information'' and the possibility that 
``shorter deadlines could diminish the value of financial 
information'' by causing governments to adopt a ``reduced set of 
basic financial statements'').
    \21\ Id., at p. vii (``First, in light of the Commission's 
limited regulatory authority, we recommend a number of potential 
legislative changes which, if implemented by Congress, would provide 
the Commission with additional authority to initiate changes to 
improve municipal securities disclosures made by issuers. The 
legislative changes would not result, however, in the repeal or 
modification to the existing proscriptions on the SEC or the MSRB 
requiring any presale filing of disclosure documents, known as the 
`Tower Amendment' (discussed in more detail in the Report). The 
legislative recommendations would nonetheless give the Commission 
the authority to take regulatory steps that it determines to be 
appropriate to meaningfully enhance disclosure practices by 
municipal issuers, which could be accomplished in a short period of 
time.'')
    \22\ Id., at p. 141; see also Recommendation of Market Structure 
Subcommittee of IAC [i.e., the Commission's Investor Advisory 
Committee], Select Enhancements to Protect Retail Investors in 
Municipal and Corporate Bonds, July 5, 2018, available at https://www.sec.gov/spotlight/investor-advisory-committee-2012/iac061418-market-structure-subcommittee-recommendation.pdf (recommending the 
MSRB enhance the EMMA Portal to highlight to ``investors, when they 
reach an obligor's landing page, if the obligor is out of compliance 
with its continuing disclosure requirements as it relates to 
financial reporting'').

---------------------------------------------------------------------------

[[Page 65439]]

    Recent Commission Statements. Echoing the language of the 2012 
Municipal Report, SEC Chairman Jay Clayton stated in December 2018 
that, ``[t]imely and accurate information is essential for investors 
and analysts. Without that, it is challenging to accurately evaluate 
the current financial condition of a municipal issuer (or any issuer 
for that matter).'' \23\ In the same speech, Chairman Clayton tasked 
the Commission's Office of Municipal Securities to work with the MSRB 
and other stakeholders to explore potential approaches to improve 
transparency around the age and type of financial information.\24\ 
Reiterating his thoughts more recently, Chairman Clayton stated in July 
2019 that ``the timeliness of municipal issuer financial reporting . . 
. can and should be improved.'' \25\
---------------------------------------------------------------------------

    \23\ See Chairman Jay Clayton, Opening Remarks at the Municipal 
Securities Conference, December 6, 2018, available at https://www.sec.gov/news/public-statement/statement-clayton-120618.
    \24\ Id (``To be clear: I believe that there are potential steps 
that the SEC and the MSRB can take--that would be wholly consistent 
with the words and spirit of the Tower Amendment--to improve 
transparency around the age and type of financial information.'').
    \25\ See Chairman Jay Clayton, Remarks to the SEC Fixed Income 
Market Structure Advisory Committee, July 29, 2019, available at 
https://www.sec.gov//public-statement/clayton-remarks-fimsac-072919#_ftn1.
---------------------------------------------------------------------------

    NFMA Letter to the Board. In May 2019, the Board received a letter 
from the National Federation of Municipal Analysts (NFMA) that 
expressed concerns regarding the timing of financial information in the 
municipal securities market. The letter asserted that ``[u]sers of EMMA 
do not have an easy way to determine the currency of financial 
reporting by an issuer'' and encouraged the Board to ``create a counter 
that would calculate and prominently display the greater of the number 
of days since the end of the last fiscal year to the audit filing date 
or the number of days since the last fiscal year for which there is not 
a submitted audit.'' \26\
---------------------------------------------------------------------------

    \26\ Letter from Scott Andreson, Chair, National Federation of 
Municipal Analysts (NFMA), dated May 3, 2019 (the ``NFMA Letter''), 
available at https://www.nfma.org/assets/documents/position.stmt/nfmaLetterSECMSRBmay3.pdf (last accessed on October 15, 2019).
---------------------------------------------------------------------------

    The Board has developed the proposed rule change cognizant of the 
historical evolution of disclosure practices in the municipal 
securities market \27\ and the present concerns of certain market 
participants regarding the timing of financial disclosures in the 
municipal securities market.\28\ The Board believes the proposed rule 
change would further promote transparency and efficiency in the 
municipal securities market--primarily by making information about the 
timing of annual financial disclosures more prominent on the EMMA 
Portal, so that market participants can make more informed decisions--
without imposing significant additional burdens on dealers, municipal 
issuers, or obligated persons.
---------------------------------------------------------------------------

    \27\ In February 2017, the MSRB published a report analyzing the 
timing of the submission of annual financial disclosures to the EMMA 
system between the years 2010 and 2016. See MSRB: Timing of Annual 
Financial Disclosures by Issuers of Municipal Securities (February 
2017), available at http://www.msrb.org/msrb1/pdfs/MSRB-CD-Timing-of-Annual-Financial-Disclosures-2016.pdf. The Government Accounting 
Standards Board (GASB) assessed the timeliness of audited annual 
financial reports in a 2018 research memorandum measuring the number 
of days to the release of audited annual financial reports broken 
down by various factors such as size and type of government. See 
GASB, Research Memorandum: Timeliness of Financial Reporting 
(December 12, 2018), available at https://www.gasb.org/cs/ContentServer?c=Document_C&cid=1176171975910&d=&pagename=GASB%2FDocument_C%2FDocumentPage (last accessed on October 15, 2019).
    \28\ The Board is also aware that the Government Finance 
Officers Association (GFOA) has announced an industry working group 
to address timely and meaningful disclosures. See GFOA, Weekly 
Members News, GFOA Launches Industry Working Group on Municipal Bond 
Disclosure (July 25, 2019), available at http://www.estoregfoa.org/StaticContent/staticpages/NL07252019.html (last accessed on October 
15, 2019); see also Sarah Wynn, New GFOA working group to address 
timely disclosure, The Bond Buyer (July 26, 2019), available at 
https://www.bondbuyer.com/news/new-gfoa-working-group-to-address-timely-disclosure (last accessed on October 15, 2019).
---------------------------------------------------------------------------

The Submission Calculator and Illustrative Examples
    The Board believes that the Submission Calculator would provide an 
important transparency tool for market participants that would make 
information reported to the EMMA system regarding the timing of annual 
financial disclosures more readily apparent. As discussed above, the 
Submission Calculator would automatically calculate and statically 
display the elapsed number of days between (1) the Fiscal Period End 
Date for an issuer or obligated person, as such date is entered by a 
submitter through the process of publishing an annual financial 
disclosure on the EMMA Portal, and (2) the Posted Date of an annual 
financial disclosure submitted to the EMMA system for such annual 
fiscal period.\29\ The Submission Calculator would depend on the 
existing information required to be provided by a submitter, 
calculating the number of days elapsed based solely on the entry of the 
Fiscal Period End Date and the Posted Date for an annual financial 
disclosure.\30\ The day of the Posted Date would be included in the 
calculation, as further demonstrated below.\31\ This number of days 
elapsed would be displayed on the EMMA Portal at the individual 
security details level.\32\ Importantly, the MSRB would not evaluate 
the substantive content of the documents and information submitted, and 
the Submission Calculator would not analyze the relevant content to 
evaluate an issuer's or obligated person's compliance with the terms of 
an applicable continuing disclosure agreement or any applicable law, 
regulation, or other legal obligation.\33\
---------------------------------------------------------------------------

    \29\ Both dates are currently visible on the EMMA Portal.
    \30\ Consistent with its current functionality, the EMMA system 
would continue to intake, display, and disseminate annual financial 
disclosures and related information. The EMMA system would continue 
to conduct format checks, validate the submitter, and timestamp 
annual financial disclosures with a Posted Date; however, there 
would not be an evaluative analysis of the documents or information 
submitted, nor a validation of the disclosure categories selected by 
the submitter (e.g., ``Other Financial/Operating Data'' is 
erroneously selected rather than ``Annual Financial Information and 
Operating Data (Rule 15c2-12)'' or ``Audited Financial Statements or 
CAFR (Rule 15c2-12)''). Nevertheless, the submission calculator 
would show as not applicable upon the entry of erroneous information 
that would result in negative calculations and, in the future, the 
EMMA system may provide soft data checks requesting submitters to 
confirm entries that are likely erroneous. See Release No. 34-84837 
(December 17, 2018), 83 FR 65765, at 65767 (November 21, 2018) (File 
No. SR-MSRB-2018-09) (describing the ``ministerial'' functioning of 
the EMMA system). Accordingly, the submitter would remain 
responsible for the content of the documents and information 
submitted to the EMMA system related to an annual financial 
disclosure, including the proper disclosure category (or categories) 
of an annual financial disclosure. Moreover, as the resulting 
calculation performed by the Submission Calculator would depend on 
this information, it is imperative that disclosure submitters make 
accurate and complete submissions.
    \31\ Stated differently, the Posted Date would not count as an 
additional full day toward the Submission Calculator's count total. 
For illustrative purposes, if an issuer submitted an annual 
financial disclosure on the same day as the date of the end of its 
annual fiscal period, the Submission Calculator would display zero 
days as the timing of such annual financial disclosure. If an issuer 
submitted an annual financial disclosure on the day following the 
date of the end of its annual fiscal period, the Submission 
Calculator would display one day as the timing of such annual 
financial disclosure, and so on.
    \32\ The EMMA Portal's security details pages enable users to 
access documents and information associated with a particular 
municipal security, such as an official statement, continuing 
disclosure document, and/or trade report.
    \33\ Consistent with the EMMA system's current functionality, if 
a submitter enters an erroneous Fiscal Period End Date for an annual 
financial disclosure, then the Submission Calculator would perform 
its calculation based on the erroneous Fiscal Period End Date 
entered by the submitter. See also note 30.
---------------------------------------------------------------------------

    The following are illustrative examples of the submission process 
and resulting calculations of the Submission Calculator.

[[Page 65440]]

     Example One--Single Submission. An issuer submits its 
audited financial statements to the EMMA system on December 23, 2020 
and identifies \34\ (1) the annual financial disclosure as meeting both 
disclosure categories of an audited financial filing and annual 
financial filing \35\ and (2) the Fiscal Period End Date for the annual 
financial disclosure as June 30, 2020. The Submission Calculator would 
display the number of days between the Posted Date for the issuer's 
annual financial disclosure and the Fiscal Period End Date of the 
issuer's 2020 annual fiscal period as 176 days.\36\
---------------------------------------------------------------------------

    \34\ A submitter would need to select the appropriate disclosure 
category (or disclosure categories) applicable to the submission of 
an annual financial disclosure for the Submission Calculator to 
perform its calculation. For example, if the submitter in this fact 
pattern only identified the submission as falling within the 
disclosure category of ``Other,'' then the Submission Calculator 
would not have the necessary information to perform or display its 
calculation. In these circumstances, the Submission Calculator would 
display as not applicable on the EMMA Portal for the relevant 
securities until such time as the issuer submits a disclosure 
selected as meeting the disclosure category of an annual financial 
disclosure with a Fiscal Period End Date.
    \35\ Submitters may select multiple disclosure categories for a 
continuing disclosure filing, including an annual financial 
disclosure. The fields currently entitled ``Annual Financial 
Information and Operating Data (Rule 15c2-12)'' and ``Audited 
Financial Information Statements or CAFR (Rule 15c2-12)'' are 
respectively intended for the submission of annual financial filings 
and audited financial filings.
    \36\ The Submission Calculator would display the calculation 
available for the annual financial disclosure with the earliest 
Posted Date for the most recent Fiscal Period End Date. The results 
of a Submission Calculator would show as not applicable on the EMMA 
Portal for securities that do not yet have a published annual 
financial disclosure submission.
---------------------------------------------------------------------------

    Example Two--Second Year Submission. An issuer submits its audited 
financial statements to the EMMA system on December 23, 2020 and 
identifies (1) the annual financial disclosure as meeting both 
disclosure categories of an audited financial filing and annual 
financial filing and (2) the Fiscal Period End Date for the annual 
financial disclosure as June 30, 2020. The Submission Calculator would 
display the number of days between the Posted Date for the issuer's 
latest annual financial disclosure and the Fiscal Period End Date of 
the issuer's 2020 annual fiscal period as 176 days. Subsequently, the 
issuer's next annual fiscal period ends on June 30, 2021. On January 4, 
2022, the issuer submits its audited financial statements to the EMMA 
system for its annual fiscal period ending on June 30, 2021. The issuer 
identifies (1) the annual financial disclosure as meeting both 
disclosure categories of an audited financial filing and annual 
financial filing and (2) the Fiscal Period End Date for the annual 
financial disclosure as June 30, 2021. Upon processing of the 
subsequent submission, the Submission Calculator would refresh to 
display the number of days between the Posted Date for the issuer's 
latest annual financial disclosure and the Fiscal Period End Date of 
the issuer's 2021 annual fiscal period as 188 days.\37\
---------------------------------------------------------------------------

    \37\ The Submission Calculator would continue to reflect its 
calculation for the most recent annual fiscal period until such time 
as a submitter publishes a new annual financial disclosure for a 
subsequent fiscal period, as identified by the Fiscal Period End 
Date entered by a submitter. Upon the processing of a new annual 
financial disclosure for a subsequent fiscal period, the EMMA system 
would no longer display the prior calculation for the preceding 
annual fiscal period. Using the facts of this example to illustrate 
this point, the Submission Calculator would continue to display the 
number of days between the issuer's latest annual financial 
disclosure and the end of its 2020 annual fiscal period as 176 days 
until the second submission is submitted and processed on January 4, 
2022, at which time the Submission Calculator would then display the 
number of days between the issuer's latest annual financial 
disclosure and the Fiscal Period End Date of its 2021 annual fiscal 
period as 188 days.
---------------------------------------------------------------------------

     Example Three--Annual Financial Disclosures through 
Sequential Submissions for the Same Fiscal Period. An issuer submits 
its annual financial information and operating data, which does not 
include the issuer's audited financial statements, to the EMMA system 
on December 23, 2020. The issuer identifies (1) the annual financial 
disclosure as meeting the disclosure category of an annual financial 
filing and (2) the Fiscal Period End Date for the annual financial 
disclosure as June 30, 2020. The Submission Calculator would display 
the number of days between the Posted Date for the issuer's annual 
financial disclosure and the Fiscal Period End Date of the issuer's 
2020 fiscal period as 176 days. Subsequently, the issuer submits its 
audited financial statements on January 4, 2021 for the same annual 
fiscal period and identifies (1) the annual financial disclosure as 
meeting the disclosure category of an audited financial filing and (2) 
the Fiscal Period End Date as June 30, 2020. The Submission Calculator 
would continue to display the number of days between the Posted Date 
for the issuer's annual financial disclosure and the Fiscal Period End 
Date of the issuer's 2020 annual fiscal period as 176 days, because the 
Submission Calculator would generate its calculation from the earlier 
Posted Date for the submission of the unaudited financial information 
and operating data.\38\
---------------------------------------------------------------------------

    \38\ The Submission Calculator would apply similar logic in 
other fact patterns where annual financial disclosures are published 
to the EMMA system in a piecemeal method, as through multiple 
submissions on different dates. See Example Four.
---------------------------------------------------------------------------

     Example Four--Annual Financial Disclosures with Sequential 
Submissions for Issues with Multiple Obligated Persons with Different 
Fiscal Periods. An obligated person for an issue of municipal 
securities (``Obligated Person One'') submits its audited financial 
statements as an annual financial disclosure for an issue of municipal 
securities on December 23, 2020. Obligated Person One identifies (1) 
the annual financial disclosure as meeting both disclosure categories 
of an audited financial filing and annual financial filing and (2) its 
Fiscal Period End Date as June 30, 2020. The Submission Calculator 
would display the number of days between the Posted Date of the issue's 
annual financial disclosure and the Fiscal Period End Date of Obligated 
Person One's 2020 annual fiscal period as 176 days.
    Subsequently, another obligated person for the same issue of 
municipal securities (``Obligated Person Two'') submits its audited 
financial statements as an annual financial disclosure for the issue on 
January 4, 2021. Obligated Person Two identifies (1) the annual 
financial disclosure as meeting both disclosure categories of an 
audited financial filing and annual financial filing and (2) its Fiscal 
Period End Date as June 30, 2020. The Submission Calculator would not 
refresh and continue to display the number of days between the Posted 
Date of the issue's prior annual financial disclosure submitted by 
Obligated Person One and the Fiscal Period End Date of Obligated Person 
One's 2020 annual fiscal period as 176 days, because the Submission 
Calculator would perform its calculation based on the earliest Posted 
Date for an annual financial disclosure with the most recent Fiscal 
Period End Date.
    Subsequently, a third obligated person for the same issue of 
municipal securities (``Obligated Person Three'') submits its audited 
financial statements as an annual financial disclosure for the issue on 
January 5, 2021. Obligated Person Three identifies (1) the annual 
financial disclosure as meeting both disclosure categories of an 
audited financial filing and annual financial filing and (2) its Fiscal 
Period End Date as July 31, 2020. Upon processing, the Submission 
Calculator would refresh to display the number of days between the 
Posted Date of the issue's annual financial disclosure submitted by 
Obligated Person Three and the Fiscal Period End Date of Obligated 
Person Three's 2020 annual fiscal period as 158

[[Page 65441]]

days, because the Submission Calculator would perform its calculation 
based on the Posted Date for Obligated Person Three's annual financial 
disclosure, which has the most recent Fiscal Period End Date.
Enhancement of the EMMA Display
    In addition to providing for the development and operation of the 
Submission Calculator, the proposed rule change would also provide for 
the enhancement and reconfiguration of certain information shown on the 
EMMA Portal to more prominently display an issuer's or obligated 
person's annual financial disclosures and related information. More 
specifically, the revised EMMA Portal would more prominently display 
the information reported about an annual financial disclosure for a 
municipal security, including the Fiscal Period End Date, the Posted 
Date, and the results of the Submission Calculator. The MSRB would also 
increase the prominence of the links provided by any issuer through its 
customized homepage to other websites containing relevant 
information.\39\ With these enhancements to the EMMA Portal and the 
implementation of the Submission Calculator, the security details page 
for a municipal security generally would provide the information shown 
in Figure 1 below, which is shown as processed with the hypothetical 
facts and resulting calculation from ``Example One--Single Submission'' 
above.
---------------------------------------------------------------------------

    \39\ The EMMA system allows issuers to enhance the display of 
their municipal securities information on EMMA Portal by creating a 
free custom EMMA issuer homepage. One of the customizations 
supported is the ability for an issuer to designate links to 
independent websites. See the MSRB's Customizing an EMMA[supreg] 
Issuer Homepage, available at http://www.msrb.org/msrb1/EMMA/pdfs/EMMA-Issuer-Homepage-Fact-Sheet-for-Issuers.pdf.

                                Figure 1
------------------------------------------------------------------------
 
-------------------------------------------------------------------------
Timing of Annual Financial Disclosure
    Fiscal Period End Date: 06/30/2020.
    Posted Date: 12/23/2020.
    Timing of Disclosure: 176 Days.
Hyperlink to Disclosure Document PDF(s).
Hyperlink(s) to Other Website(s) if Provided.
------------------------------------------------------------------------

    While each of these data points, other than the Submission 
Calculator results shown as the Timing of Disclosure in Figure 1, are 
currently available on the EMMA Portal, the proposed rule change is 
intended to improve users' awareness of this information. Nothing about 
this display would be evaluative of an issuer's or obligated person's 
compliance with the applicable terms of a continuing disclosure 
agreement. The proposed rule change would not modify how submitters 
provide this information to the EMMA system, nor require submitters to 
input any new data, but it would augment the display of information 
reported to the EMMA system to make it more apparent to users.
Discussion of Proposed Amendments to the Text of the EMMA IF
    The proposed rule change would amend the text of the EMMA IF to 
provide for the development and otherwise describe the operation of the 
Submission Calculator. More specifically, the proposed rule change 
would amend the EMMA IF to define the term ``EMMA metrics'' to mean the 
calculations, data, and metrics derived from municipal securities 
disclosure documents and related information submitted to the EMMA 
system. In this way, the calculations, data, and metrics generated by 
the Submission Calculator would be included in the term ``EMMA 
metrics.'' This definition is intended to provide greater clarity 
regarding the various types of information that may be disseminated by 
the EMMA system in light of the Submission Calculator's new 
functionality,\40\ including more precisely delineating the 
distinctions between disclosure documents, related information, 
indexing information, and EMMA metrics.\41\
---------------------------------------------------------------------------

    \40\ Assuming approval of the proposed rule change, on the 
operative date the EMMA system would only process the EMMA metrics 
generated by the Submission Calculator for dissemination and display 
on EMMA Portal.
    \41\ For example, the proposed rule change more precisely 
articulates that the term `indexing information' is a subset of 
`related information' that includes the disclosure category fields 
of ``Annual Financial Information and Operating Data (Rule 15c2-
12)'' and the ``Audited Financial Statements or CAFR (Rule 15c2-
12)'' for purposes of the Submission Calculator's functionality. 
This clarification is important to delineate the Submission 
Calculator's use of indexing information as entered by a submitter 
from the EMMA metrics generated by the Submission Calculator.
---------------------------------------------------------------------------

2. Statutory Basis
    The proposed rule change is consistent with the provisions of 
Section 15B(b)(2)(C) of the Act,\42\ which provides that the MSRB's 
rules shall:
---------------------------------------------------------------------------

    \42\ 15 U.S.C. 78o-4(b)(2)(C).

. . . be designed to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, to 
foster cooperation and coordination with persons engaged in 
regulating, clearing, settling, processing information with respect 
to, and facilitating transactions in municipal securities and 
municipal financial products, to remove impediments to and perfect 
the mechanism of a free and open market in municipal securities and 
municipal financial products, and, in general, to protect investors, 
---------------------------------------------------------------------------
municipal entities, obligated persons, and the public interest.

    The Board believes the proposed rule change is consistent with the 
Act because the proposed rule change would promote (1) the protection 
of investors and the public interest and (2) the prevention of 
fraudulent and manipulative acts and practices, principally by 
promoting greater transparency and awareness of the financial 
disclosures available in the municipal securities market through the 
EMMA Portal. The proposed rule change would promote the protection of 
investors and the public interest by increasing investors' and the 
general public's awareness of the type and timing of financial 
information available in the municipal securities market and, 
consequently, enable investors and other market participants to make 
more informed decisions. More broadly, the proposed rule change would 
enable the general public to more readily access the financial 
information reported to the EMMA Portal. The proposed rule change would 
promote the prevention of fraudulent and manipulative acts and 
practices by fostering a better understanding among all market 
participants of the type and timing of financial information available 
in the municipal securities market, including by making the type and 
timing of financial information more readily apparent on the EMMA 
Portal, and, thereby, mitigating some information asymmetries that may 
exist in the market, such as between retail investors and institutional 
investors. In short, the Board believes that the proposed rule change 
is consistent with the Act because it would enhance market transparency 
regarding existing municipal issuer financial disclosure practices, 
including by improving the accessibility and availability of 
information displayed on the EMMA Portal and by making the Submission 
Calculator results readily apparent to EMMA users.

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

    The Board has conducted an analysis on the proposed rule change to 
gauge its overall economic impact and assess its burden on 
competition.\43\ For the

[[Page 65442]]

reasons discussed below, the Board has determined that the proposed 
rule change would not impose any burden on competition that is not 
necessary or appropriate in furtherance of the purposes of the Exchange 
Act.
---------------------------------------------------------------------------

    \43\ See ``Policy on the Use of Economic Analysis in MSRB 
Rulemaking,'' available at http://msrb.org/Rules-and-Interpretations/Economic-Analysis-Policy.aspx. In evaluating the 
potential burden on competition, the Board was guided by its 
principles that require the Board to consider costs and benefits of 
a rule change, its impact on capital formation, and the main 
reasonable alternative regulatory approaches.
---------------------------------------------------------------------------

The Board's Determinations Regarding the Burden on Competition
    Section 15B(b)(2)(C) \44\ of the Exchange Act requires that MSRB 
rules shall ``not be designed . . . to impose any burden on competition 
not necessary or appropriate in furtherance of the purposes of this 
title.'' The Board believes the proposed rule change is consistent with 
Section 15B(b)(2)(C) \45\ because the proposed rule change promotes 
transparency in the municipal securities market by (1) calculating and 
clearly displaying the timing between an issuer's or obligated person's 
reported Fiscal Period End Date and the Posted Date for the submission 
of certain of its annual financial disclosures and (2) making existing 
information about annual financial disclosures more readily apparent on 
the EMMA Portal. Consequently, the Board believes the proposed rule 
change would improve the awareness and understanding of market 
participants regarding the type and timing of financial information 
currently available on the EMMA Portal. Investors and other market 
participants would benefit from these enhancements by being able to 
more readily locate relevant financial information and, thereby, the 
proposed rule change would improve overall transparency in the market. 
Similarly, the calculations displayed by the Submission Calculator 
would assist investors in their analysis of a municipal security's 
financial information by clearly and prominently displaying a metric 
for the standardized measure of the timing of that information.\46\
---------------------------------------------------------------------------

    \44\ 15 U.S.C. 78o-4(b)(2)(C).
    \45\ Id.
    \46\ Recent economic literature bolsters the statements of 
market participants that the timing of financial disclosures is a 
significant factor in their usefulness. Specifically, academic 
research finds that a delay in reporting is likely to convey a 
negative signal with respect to issuers and have negative effects on 
the capital markets, such as higher yield and lower liquidity. See 
Henke, Trent S. and John J. Maher, ``Government Reporting Timeliness 
and Municipal Credit Market Implications,'' Journal of Governmental 
& Nonprofit Accounting, Vol. 5, No. 1, 2016, and Sherrill, D. Eli 
and Rustin T. Yerkes, ``Municipal Disclosure Timeliness and the Cost 
of Debt,'' The Financial Review, 53, 2018. At the same time, the 
MSRB notes that timing may be one among many significant factors in 
the usefulness of a financial disclosure, as for example the timing 
of a disclosure generally does not speak to the quality or 
completeness of a disclosure's contents.
---------------------------------------------------------------------------

    Burdens on Disclosure Submitters. The Board believes that the 
proposed rule change does not create any new compliance or reporting 
burdens and, thereby, does not impose any burden on competition that is 
not necessary or appropriate in furtherance of the purposes of the 
Exchange Act. While the information provided to the EMMA Portal by 
submitters might take on new prominence by virtue of the manner in 
which the information would be displayed on the EMMA Portal under the 
proposed rule change, the proposed enhancements would not alter the 
basic process for submitting annual financial disclosures or change the 
type of information collected related to such disclosures.\47\ 
Accordingly, the proposed rule change would not alter the burdens on 
submitters in publishing annual financial disclosures to the EMMA 
system in this way, and so does not result in any new burdens on 
competition in this regard.
---------------------------------------------------------------------------

    \47\ While the proposed enhancements would not alter the basic 
process for submitting such information or change the type of 
information collected, the MSRB is continually evaluating how user's 
interface with the EMMA system and has ongoing projects to improve 
that interface. See, e.g., ``MSRB Improves Search Functionality on 
EMMA'' (May 29, 2019), available at http://www.msrb.org/News-and-Events/Press-Releases/2019/MSRB-Launches-Quick-Search.aspx.
---------------------------------------------------------------------------

    Improvement to Market Transparency. The Board believes that the 
proposed rule change would increase the accessibility and understanding 
of financial disclosures in the municipal securities market and, 
thereby, increase overall transparency in the market. The Submission 
Calculator would depend entirely on the information entered by a 
submitter, and the Board is cognizant of the potential for the 
Submission Calculator to result in the display of a calculation 
generated from erroneous information published by a submitter. To the 
degree that the Submission Calculator would provide new prominence to 
this information, the Board believes that submitters would have an 
additional incentive to properly categorize and describe annual 
financial disclosures, and so the incidences of submissions with 
erroneous information would be expected to marginally decline from 
current rates.\48\ To promote accuracy, the Board would continue to 
provide educational resources and other tools to assist submitters in 
properly completing the publication process. Similarly, the Board 
believes that some of the misperceptions and other information 
asymmetry that may result from market participants accessing erroneous 
information published by submitters can be mitigated through 
appropriate investor education. Consequently, the Board believes at 
this time that the benefits of the additional awareness and 
understanding that would result from the adoption of the Submission 
Calculator would exceed any potential negative consequences of the 
display of a calculation generated from erroneous information published 
by a submitter.
---------------------------------------------------------------------------

    \48\ To the degree that submitters exert greater diligence in 
completing the disclosure submission process in response to the 
Submission Calculator's functionality and the other enhancements to 
the display of information on the EMMA Portal, the MSRB believes 
that any additional burdens created by this change in market 
behavior is exceeded by the benefits of greater market transparency 
through the improved availability and understanding of market 
information currently displayed on the EMMA Portal.
---------------------------------------------------------------------------

The Board's Analysis of Alternatives to the Proposed Rule Change
    The Board has assessed alternative approaches to the proposed rule 
change and has determined that the Submission Calculator and other 
enhancements to the EMMA Portal are superior to these alternatives.
    Alternative Transparency Tools. The Board has considered various 
iterations of the Submission Calculator for the calculation and display 
of information regarding the timing of financial disclosures, including 
various active counters that would sequentially increase each day. One 
such alternative is a counter that would update each day to dynamically 
display the number of days elapsed between an issuer's or obligated 
person's annual fiscal period end and the current date. Similarly, the 
Board has considered a counter that would dynamically display the 
number of days elapsing between any financial disclosures submitted by 
an issuer or obligated person, including interim financial information, 
rather than just annual financial disclosures.
    The Board has determined at this time that such alternatives would 
be inferior to the proposed rule change's Submission Calculator. In 
evaluating these alternative approaches, the Board determined that (1) 
limiting the Submission Calculator to evaluating the timing of annual 
financial disclosures was most appropriate at this time, particularly 
in light of the lack of uniformity in the disclosure of interim 
financial information, and (2) displaying a static calculation would be 
most easily understood by EMMA users and, thereby, the Submission 
Calculator would best promote market transparency at this time. Among 
other considerations, the Board evaluated whether dynamic tools might 
confuse some users who repeatedly return to the

[[Page 65443]]

EMMA Portal and misunderstand the increasing display count. 
Additionally, the Board considered concerns that, at this time, other 
approaches with more complex functionality may require significant 
alterations to the submission process and/or require disclosure 
submitters to provide additional information to the EMMA system. 
Accordingly, the Board has determined that, at this time, alternatives 
that would create new burdens on disclosure submitters would be 
inferior to the Submission Calculator.
    Rulemaking Alternatives. The Board has also considered new 
rulemaking initiatives as an alternative to the proposed rule change. 
The Board ultimately determined that the MSRB should focus at this time 
on the proposed rule change's transparency efforts to more prominently 
display existing financial information on the EMMA Portal and should 
consider any related rulemaking initiatives in light of the MSRB's 
ongoing retrospective rule review.\49\
---------------------------------------------------------------------------

    \49\ The Board recently prioritized an ongoing effort to review 
the MSRB's rules and related interpretive guidance for dealers and 
municipal advisors. The purpose of the retrospective rule review is 
to help ensure MSRB rules and interpretive guidance are effective in 
their principal goal of protecting investors, issuers and the public 
interest; not overly burdensome; clear; harmonized with the rules of 
other regulators, as appropriate; and reflective of current market 
practices. Among other criteria, retrospective rulemaking priorities 
are evaluated based on whether the benefits of the rule are 
commensurate with its burdens. See http://www.msrb.org/Rules-and-Interpretations/Retrospective-Rule-Review-Overview.aspx.
---------------------------------------------------------------------------

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

    The Board did not solicit written comments on the proposed change. 
However, as previously noted above, the Board did receive one written 
comment directly relevant to the proposed rule change from NFMA in May 
2019.\50\ Among other recommendations on how to improve disclosure 
practices in the municipal securities market, the NFMA Letter 
encouraged the MSRB to modernize the EMMA system, including to provide 
greater transparency on the currency of audit filings.\51\ More 
specifically, NFMA encouraged the MSRB to ``create a counter that would 
calculate and prominently display the greater of the number of days 
since the end of the last fiscal year to the audit filing date or the 
number of days since the last fiscal year for which there is not a 
submitted audit.'' \52\ While the proposed rule change would not 
incorporate such a dynamic counter,\53\ the MSRB believes that the 
Submission Calculator and other enhancements to the EMMA system are 
responsive to this particular recommendation.
---------------------------------------------------------------------------

    \50\ See NFMA Letter, supra note 26.
    \51\ Id., at p. 4.
    \52\ Id.
    \53\ The Board did not incorporate this aspect of NFMA's 
recommendation into the proposed rule change because the Board 
determined at this time that such a dynamic counter would be 
inferior to the Submission Calculator, in that the non-static 
functionality of the dynamic counter might counterproductively 
confuse some users who repeatedly return to the EMMA Portal and 
misunderstand the dynamic nature of the increasing display count, 
among other reasons. See related discussion under The Board's 
Analysis of Alternatives to the Proposed Rule Change.
---------------------------------------------------------------------------

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period of up to 90 days (i) as 
the Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove such proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be 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-MSRB-2019-13 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-MSRB-2019-13. 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 website (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 website 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 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the MSRB. All comments received 
will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-MSRB-2019-13 and should be submitted on 
or before December 18, 2019.

    For the Commission, pursuant to delegated authority.\54\
---------------------------------------------------------------------------

    \54\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo Aleman,
Deputy Secretary.
[FR Doc. 2019-25707 Filed 11-26-19; 8:45 am]
BILLING CODE 8011-01-P