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The purpose of this paper is to provide selected Financial Industry Regulatory Authority (FINRA) Regulatory Notices and Disciplinary Actions issued in June, July, and August 2012.

The paper provides FINRA Regulatory Notice 12‐29, Communications with the Public, and Notice 12‐38, Short Interest Reporting.

Notice 12‐29: the SEC has approved FINRA's proposed rule changes to adopt a new set of communication rules that become effective February 4, 2013. They address communications in three categories: institutional communication, retail communication, and correspondence. Among other things, the rules cover approval, review and recordkeeping requirements; content standards; and guidelines for public appearances. Notice 12‐38: the SEC approved amendments to FINRA Rule 4560 to codify the requirement that member firms report only “gross” short interest existing in each proprietary and customer account (rather than net positions across accounts) and clarify that member firms' short interest reports must reflect only those short interest positions that settled.

These FINRA notices are selected to provide a useful indication of regulatory trends.

The paper aims to explain the new Financial Industry Regulatory Authority (FINRA) rules governing communications with the public approved by the Securities and Exchange Commission (SEC) on March 29, 2012.

The following are explained: categories of communication, pre‐use approval and record‐keeping requirements, filing requirements, content standards, use of investment company rankings in retail communications, requirements for the use of bond mutual fund volatility ratings, requirements for the use of investment analysis tools, communication with the public regarding securities futures, communication with the public about collateralized mortgage obligations, and the implementation date for the rules.

While the new FINRA rules are based on the current provisions of the NASD Rules and Interpretive Materials they replace, there are some notable changes with regard to the communication categories, public appearances, and the approval, review and recordkeeping requirements.

Practical guidance is provided from experienced securities lawyers.

The purpose of this paper is to provide summaries of selected Financial Industry Regulatory Authority (FINRA) regulatory notices and disciplinary actions issued in October, November, and December 2011.

The paper provides Regulatory Notice 11‐49, October 2011, Advertising Regulation; Regulatory Notice 11‐52, November 2011, Senior Designations; Regulatory Notice 11‐54, November 2011, Branch Office Inspections; and the description of one disciplinary action in which a firm was sanctioned and an individual fined.

Notice 11‐49: to inform firms of recent developments regarding the application of rules governing communications with the public, FINRA is proving guidance to firms on communication with the public regarding exchange‐traded products, treasury inflation‐protected securities (TIPS), use of “FINRA” in firm trademarks, and identification of related prior filings when submitting new filings for review. Notice 11‐52: FINRA reminds firms of their supervisory obligations regarding the use of certifications and designations that imply expertise, certification, training or specialty in advising senior investors. Notice 11‐54: FINRA and the Securities and Exchange Commission's Office of Compliance Inspections and Examinations provide broker‐dealer firms with information on developing effective policies and procedures for branch office inspections and remind firms of supervisory requirements under FINRA's supervision rule and notes common deficiencies and strong compliance practices. Trade Reporting Notice on TRACE Reporting Issues: FINRA answers selected member firm detailed questions on reporting issues related to The Trade Reporting and Compliance Engine (TRACE), the vehicle developed by FINRA to facilitate the mandatory reporting of over the counter secondary market transactions in eligible fixed income securities. All broker/dealers who are FINRA member firms have an obligation to report transactions in corporate bonds to TRACE under an SEC approved set of rules.

These are direct excerpts designed to provide a useful digest for the reader and an indication of regulatory trends.

In light of the sea change brought about by advancing technology in the way broker‐dealers communicate with clients, this article is a timely discussion of the current federal and self‐regulatory organization (SRO) requirements for a broker‐dealer's supervision of its employees' electronic business communications. Forms of communication, and the regulatory guidelines covering them, include e‐mail, off‐premises messages, group email, web site content, hyperlinks to other home pages, and chat rooms.

The purpose of this paper is to provide excerpts of selected Financial Industry Regulatory Authority (FINRA) Regulatory Notices issued from April to June 2008 and a sample of disciplinary actions during that period.

The paper provides excerpts from FINRA Regulatory Notice 08‐16, Third Party Research Reports; 08‐17, Customer Complaint Reporting; 08‐18, Unauthorized Proprietary Trading; 08‐21, Partial Redemption of Auction Rate Securities; 08‐22, Definition of Public Arbitrator; 08‐27, Midleading Communications about Expertise; 08‐30, Illiquid Investments; 08‐31, Trading Ahead of Customer Orders; and 08‐33, Minor Rule Violation Plan Amendment.

Useful information may be found in each of these notices.

The paper provides direct excerpts designed to provide a useful digest for the reader and an indication of regulatory trends. The FINRA staff is aware of this summary but has neither reviewed nor edited it.

Following a spate of corporate scandals, the bursting of the “Internet bubble,” and media revelations of research analyst bias at the nation’s largest investment banks, regulators launched a series of investigations and rulemaking initiatives that culminated in the adoption of extensive new rules regarding the conduct of research analysts and in the April 2003 global settlement (“Global Settlement”) of enforcement actions against 10 firms relating to research and investment banking conflicts. Although the Global Settlement by its terms only applies to the settling firms, as a practical matter, its reach will be much broader because state regulators and other third parties are looking to it to define a set of “best practices” to supplement the new rules. Although the new rules and the Global Settlement are intended to address the same concern ‐ i.e., conflicts of interest between research analysts and investment banking personnel at multi‐service brokerage firms ‐ their approaches to handling these conflicts reflect different assumptions and result in regulatory regimes that differ in such basic respects as the universe of persons who are deemed to be “research analysts.” These differences are not surprising. The new rules are the product of a lengthy, iterative rulemaking process that was open to the public and in which a diverse range of interested parties participated. In contrast, the undertakings detailed in the Global Settlement were the result of an enforcement action, concluded through bi‐lateral negotiations between the regulators and the 10 firms and without the opportunity for other interested parties to provide input or contribute to the process. However, for firms that seek to comply with both sets of requirements, the overlapping, and at times inconsistent, terms create a confusing and costly environment.

The purpose of this paper is to provide selected Financial Industry Regulatory Authority (FINRA) regulatory notices and disciplinary actions issued in July and August 2011.

The paper provides Regulatory Notice 11‐31, July 2011, Credit Default Swaps: Interim Pilot Program on Margin Requirements for Credit Default Swaps; Notice 11‐37, July 2011, Trading Halts Due To Extraordinary Market Volatility: Trading Pause Rule Expanded to All NMS Stocks; Notice 11‐38, August 2011, Application of the SEC's Financial Responsibility Rules in Response to the Downgrade of US Long‐term Credit Rating by Standard & Poor's; Notice 11‐39, August 2011, Social Media Websites and the Use of Personal Devices for Business Communications: Guidance on Social Networking Websites and Business Communications; and selected FINRA disciplinary actions in July and August 2011.

Notice 11‐31: FINRA has extended the implementation of Rule 4240 so that it will expire on January 17, 2012; the Rule established an interim pilot program with respect to margin requirements for certain transactions in credit default swaps. Notice 11‐37: Beginning August 8, 2011, the trading pause pilot rule – currently applicable only to securities included in the S&P 500® Index, the Russell 1000® Index and a list of selected exchange‐traded products (ETPs) – will be expanded to include all National Market System (NMS) stocks. Notice 11‐38: FINRA staff has confirmed with the staff of the SEC that this ratings action by Standard & Poor's does not alter the net capital treatment of these government securities under SEA Rule 15c3‐1(c)(2)(vi)(A) and does not affect the definition of “qualified security” under SEA Rule 15c3‐3(a)(6). Notice 11‐39: Responds to questions regarding the application of Regulatory Notice 10‐06, January 2010, providing guidance on the application of FINRA rules governing communications with the public to social media sites and reminding firms of the recordkeeping, suitability, supervision and content requirements for such communications.

These are direct excerpts designed to provide a useful digest for the reader and an indication of regulatory trends.

To analyze the June 9, 2017 Financial Industry Regulatory Authority, Inc. (“FINRA”) interpretive letter permitting the use of Related Performance Information in continuously offered closed-end registered investment company sales materials distributed solely to institutional investors.

Provides background, including the application of FINRA Rule 2210, and explains the conditions under which fund marketing materials may contain Related Performance Information.

While the interpretive letter will not result in a fundamental shift in the Industry’s approach to providing Related Performance Information of open- and closed-end funds to institutional investors, it also represents FINRA’s ongoing recognition that communications provided solely to institutional investors do not raise the same investor protection concerns as communications provided to retail investors.

Expert guidance from experienced investment management and investment fund lawyers.

In April 2017, FINRA issued a regulatory notice addressing the use of social media and digital communications by broker-dealers. The notice expanded on previous FINRA guidance on these topics. This article provides clarity regarding how social media and digital communications fit within the requirements of various FINRA rules and provides guidance to firms and their registered representatives.

The principal topics addressed by FINRA’s regulatory notice are: (a) text messaging, (b) personal versus business communications, (c) third-party content and hyperlinks, (d) native advertising, (e) testimonials and endorsements and (f) links to BrokerCheck. This article presents an overview of each of these topics, respectively.

Under recordkeeping requirements, firms must ensure that they are able to retain communications made through text messaging and chat services. Business communications, which relate to the products or services of the firm, are subject to filing and content requirements, while personal communications are not. Under certain circumstances, third-party posts on social media sites established by the member and testimonials may be attributable to the firm. Native advertising, while permissible, must comply with content requirements. Firm-created electronic applications do not have to provide a link to BrokerCheck.

Firms and their registered representatives will gain a better understanding of what is permissible pursuant to FINRA and SEC rules as they communicate digitally and via social media.

To summarize recent FINRA guidance on social media and digital communications published in Regulatory Notice 17-18.

The intention was to provide a brief summary of the recent FINRA guidance on social media and digital communications published in Regulatory Notice 17-18 along with previous guidance in Regulatory Notices 10-06 and 11-39.

The new guidance focuses on a number of areas of digital communications including text messaging, personal communications, hyperlinks and sharing, native advertising, testimonials and endorsements, correction of third-party content and BrokerCheck links.

Firms should review this new guidance alongside existing FINRA guidance and their current social media and digital communications practices. Where firms observe deficiencies in their existing practices, adjustments should be made before they find themselves the subject of a FINRA investigation, examination or enforcement action.

Practical explanation by experienced financial services lawyers.