[Federal Register Volume 75, Number 168 (Tuesday, August 31, 2010)]
[Notices]
[Pages 53362-53366]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2010-21606]
[[Page 53362]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-62762; File No. SR-FINRA-2009-042]
Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Notice of Filing of Amendment No. 1 and Order Granting
Accelerated Approval of a Proposed Rule Change, as Modified by
Amendment No. 1, Relating to Outside Business Activities of Registered
Persons
August 23, 2010.
On June 8, 2009, Financial Industry Regulatory Authority, Inc.
(``FINRA'') (f/k/a National Association of Securities Dealers, Inc.
(``NASD'')) filed with the Securities and Exchange Commission (``SEC''
or ``Commission'') a proposed rule change relating to the outside
business activities of registered persons. FINRA proposed to adopt NASD
Rule 3030 (Outside Business Activities of an Associated Person) as
FINRA Rule 3270 (Outside Business Activities of Registered Persons) in
the consolidated FINRA rulebook with moderate changes. The proposed
rule change would delete Incorporated NYSE Rule 346 (Limitations--
Employment and Association with Members and Member Organizations) and
its interpretations.
The proposed rule change was published for comment in the Federal
Register on July 8, 2009.\1\ The Commission received six comments on
the proposed rule change.\2\ On July 30, 2010, FINRA responded to the
comments.\3\ Also on July 30, 2010, FINRA filed Amendment No. 1 to the
proposed rule change.
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\1\ See Securities Exchange Act Release No. 60199 (June 30,
2009), 74 FR 32668 (July 8, 2009).
\2\ See letter from Dale E. Brown, CAE, Financial Services
Institute, to Elizabeth M. Murphy, Secretary, Commission, dated July
29, 2009 (``FSI letter''); letter from Joan Hinchman, National
Society of Compliance Professionals, to Elizabeth M. Murphy,
Secretary, Commission, dated July 29, 2009 (``NSCP letter''); letter
from Clifford E. Kirsch and Susan Krawczyk, Sutherland Asbill &
Brennan LLP, on behalf of the Committee of Annuity Insurers, to
Elizabeth M. Murphy, Secretary, Commission, dated July 29, 2009
(``Sutherland letter''); letter from Gary A. Sanders, National
Association of Insurance and Financial Advisors, to Elizabeth M.
Murphy, Secretary, Commission, dated July 29, 2009 (``NAIFA
letter''); letter from James Livingston, National Planning Holdings,
Inc., to Elizabeth M. Murphy Secretary, Commission, dated July 28,
2009 (``NPH letter''); and letter from Stephanie L. Brown, LPL
Financial Corporation, to Elizabeth M. Murphy, Secretary,
Commission, dated August 6, 2009 (``LPL letter'').
\3\ See letter from Gary L. Goldsholle, FINRA, to Elizabeth M.
Murphy, Secretary, Commission, dated July 30, 2010 (``FINRA
Response'').
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II. Description of Proposed Rule Change
As part of the process of developing a new consolidated rulebook
(``Consolidated FINRA Rulebook''),\4\ FINRA proposed to adopt NASD Rule
3030 (Outside Business Activities of an Associated Person) as FINRA
Rule 3270 (Outside Business Activities of Registered Persons) in the
Consolidated FINRA Rulebook with moderate changes. The proposed rule
change would delete NYSE Rule 346\5\ (Limitations--Employment and
Association with Members and Member Organizations) and its
interpretations. However, as further described below, the proposed rule
change would incorporate certain provisions of NYSE Rule 346 into new
FINRA Rule 3270.
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\4\ The current FINRA rulebook consists of (1) FINRA Rules; (2)
NASD Rules; and (3) rules incorporated from NYSE (``Incorporated
NYSE Rules'') (together, the NASD Rules and Incorporated NYSE Rules
are referred to as the ``Transitional Rulebook''). While the NASD
Rules generally apply to all FINRA members, the Incorporated NYSE
Rules apply only to those members of FINRA that are also members of
the NYSE (``Dual Members''). The new FINRA Rules apply to all FINRA
members, unless such rules have a more limited application by their
terms. For more information about the rulebook consolidation
process, see FINRA Information Notice, March 12, 2008 (Rulebook
Consolidation Process).
\5\ For convenience, the proposed rule change refers to
Incorporated NYSE Rules as NYSE Rules.
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Proposed FINRA Rule 3270 (Outside Business Activities of Registered
Persons)
Proposed FINRA Rule 3270 would prohibit any registered person from
being an employee, independent contractor, sole proprietor, officer,
director or partner of another person, or being compensated, or having
the reasonable expectation of compensation, from another person as a
result of any business activity outside the scope of the relationship
with his or her member firm, unless he or she has provided prior
written notice to the member. The proposed rule change would expand the
obligations imposed under NASD Rule 3030, which prohibits any
registered person from being employed by or accepting any compensation
from any person as a result of any outside business activity, other
than passive investment, unless he has provided prompt written notice
to his member firm. In contrast, NYSE Rule 346(b) generally prohibits
any member (as defined in the NYSE rules) or employee of a member
organization from being engaged in any other business, or being
employed or compensated by any other person, or serving as an officer,
director, partner or employee of another business organization or
owning any stock or having any direct or indirect financial interest in
any other organization engaged in any securities, financial or kindred
business unless such person has made a written request to, and received
prior written consent from, his or her member organization employer.
The primary difference between the existing NASD and NYSE rules is
the timing of the required notice and the requirement in the NYSE rule
for a member's prior written consent. With respect to timing, FINRA
believes that registered persons should not be permitted to engage in
outside business activities without the firm's prior knowledge.
Potential investor harm could ensue in the interim period between the
time the registered person commences an outside business activity and
the time a firm receives ``prompt'' written notice. Also, because the
term ``prompt'' is susceptible to differing interpretations, adopting a
prior written notice standard in this context would promote consistency
within the securities industry, though FINRA understands that, in
practice, many firms already require prior written notice. Further, a
prior written notice standard would allow a firm an opportunity to
determine whether the proposed outside business activity is properly
being characterized by the registered representative as an outside
business activity, or whether it is an outside securities activity,
subject to NASD Rule 3040 (Private Securities Transactions of an
Associated Person).\6\
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\6\ FINRA is proposing to replace NASD Rule 3040 with new
provisions in proposed FINRA Rule 3110(b)(3), as part of the
consolidated FINRA rules addressing supervision and supervisory
controls. See Notice of Filing of Proposed Rule Change to Adopt
FINRA Rules 2090 (Know Your Customer) and 2111 (Suitability) in the
Consolidated FINRA Rulebook, Securities Exchange Act Release No.
62718 (August 13, 2010), 75 FR 51310 (August 19, 2010).
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For these reasons, FINRA proposed that FINRA Rule 3270 require
prior written notice whenever a registered representative will be an
employee, independent contractor, sole proprietor, officer, director or
partner of another person, or will be compensated, or have the
reasonable expectation of compensation, from any other person as a
result of any outside business activity.
With respect to the requirement in NYSE Rule 346(b) for prior
written consent, FINRA believes that requiring prior written consent
for outside business activities is unnecessary. To the extent that
these activities may nevertheless raise investor protection concerns
and adversely impact the individual's business within the firm, the
proposed rule change has supplementary material, drawn in part from
procedures required in NYSE Rule
[[Page 53363]]
346(e), that sets forth the obligations of a member upon receipt of a
written notice of a proposed outside business activity. Under the
proposal as amended, the supplementary material states that, upon
receiving written notice under Rule 3270, a member must consider
whether the proposed activity will: (1) Interfere with or otherwise
compromise the registered person's responsibilities to the member and/
or the member's customers or (2) be viewed by customers or the public
as part of the member's business based upon, among other factors, the
nature of the proposed activity and the manner in which it will be
offered. Based upon this review, the member must evaluate the
advisability of imposing specific conditions or limitations on a
registered person's outside business activity, including where
circumstances warrant, prohibiting the activity. A member also must
evaluate the proposed activity to determine whether the activity
properly is characterized as an outside business activity or whether it
should be treated as an outside securities activity subject to the
requirements of NASD Rule 3040. A member must also keep a record of its
compliance with these obligations with respect to each written notice
received and must preserve this record for the period of time and
accessibility specified in Rule 17a-4(e)(1) under the Securities
Exchange Act of 1934.
The proposed rule change also harmonizes and simplifies the
standards for what constitutes an outside business activity. Currently,
the NASD and NYSE rules have a number of overlapping provisions. NYSE
Rule 346(b) generally requires, subject to certain exceptions, written
notice whenever a member or employee of a member organization is
employed or compensated by any other person; serves as an officer,
director, partner or employee of another organization; or owns any
stock or has, directly or indirectly, any financial interest in any
other organization engaged in any securities, financial or kindred
business. NASD Rule 3030 generally requires notice whenever a
registered person is employed by or accepts any compensation from any
person as a result of any outside business activity, other than passive
investment. In reconciling these two standards, the proposed rule
change requires prior written notice whenever a registered
representative will be an employee, independent contractor, sole
proprietor, officer, director or partner of another person, or will be
compensated, or have the reasonable expectation of compensation, from
any other person as a result of any outside business activity. The
inclusion of the phrase ``or have the reasonable expectation of
compensation'' addresses situations in which an outside activity does
not immediately yield compensation (e.g., where a registered person
intends to work for a start-up business). FINRA believes that a
registered person should not be able to engage in an activity in which
he or she reasonably expects to be compensated without providing the
firm with prior written notice, and FINRA believes that a rule
dependent on the prior receipt of compensation is too narrow and may be
susceptible to abuse. Proposed Rule 3270 retains the exemptions in NASD
Rule 3030 for ``passive investments'' and activities subject to the
requirements of NASD Rule 3040.\7\
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\7\ FINRA is separately considering NASD Rule 3050 (Transactions
for or by Associated Persons) as part of the rulebook consolidation
process and will consider whether transactions subject to NASD Rule
3050, as proposed to be amended, also should be exempted from
proposed FINRA Rule 3270.
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In addition, the proposed rule would streamline the text by
replacing the phrase ``person associated with a member in any
registered capacity'' with ``registered person'' and would re-title the
rule ``Outside Business Activities of Registered Persons'' to better
reflect its application to registered persons.
Deleted Provisions of Incorporated NYSE Rule 346 and Its Supplementary
Material and Interpretations
FINRA proposes to delete other provisions of NYSE Rule 346 that are
unnecessary and/or duplicative of provisions in the federal securities
laws or the FINRA Rulebook and delete NYSE Rule Interpretations that
are unnecessary or inconsistent with Proposed Rule 3270.
NYSE Rule 346(a) and related NYSE Interpretation 346/01 require
natural persons not associated with entities that are registered
broker-dealers to register with the Commission unless specifically
exempted by the Exchange Act. FINRA has proposed to delete these
provisions as redundant in light of Section 15(a) of the Exchange
Act.\8\
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\8\ 15 U.S.C. 78o-3.
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NYSE Rule 346(c) provides that where a member organization approves
an employee's participation in a private securities transaction in
which regard the employee has or may receive selling compensation, the
transaction shall be recorded on the books and records of the member
organization, which shall supervise such participation as if the
transaction were executed on its behalf. FINRA has proposed to delete
this provision as redundant of NASD Rule 3040 (Private Securities
Transactions of an Associated Person).\9\
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\9\ See supra note 6.
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NYSE Rule 346(d) provides that no member shall qualify more than
one member organization for membership. This provision is inconsistent
with FINRA's approach to membership, which allows the same individual
to qualify more than one firm for membership, as appropriate. FINRA
examines separately the merits of each membership application and has
proposed to delete the prohibition in the NYSE rule.
NYSE Rule 346(e) requires every employee of a member organization
who is assigned or delegated any responsibility or authority pursuant
to NYSE Rule 342 to devote his entire time during business hours to the
business of such member organization unless an alternative arrangement
has been approved in writing by the member organization. FINRA believes
that the existing and proposed rules on supervision and outside
business activities adequately ensure that the member firm's business
is not adversely affected by outside activities. Moreover, associated
persons in the independent broker-dealer channel at times devote
substantial time to non-member business and this provision would create
unnecessary administrative burdens if applied to them. Accordingly,
FINRA has proposed to delete this provision.
NYSE 346(f) provides that unless otherwise permitted by the
Exchange, no member, member organization, approved person, employee or
any person directly or indirectly controlling, controlled by or under
common control with a member or member organization shall have
associated with him or it any person who is known, or in the exercise
of reasonable care should be known, to be subject to any ``statutory
disqualification'' defined in Section 3(a)(39) of the Exchange Act.\10\
In connection with FINRA's consolidation transaction, FINRA amended its
definition of disqualification in its By-Laws to align with the
Exchange Act definition, thereby incorporating additional categories of
statutory disqualification, including certain affiliated
relationships.\11\ Accordingly, FINRA has proposed to delete NYSE Rule
346(f) as redundant.
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\10\ 15 U.S.C. 78c(a)(39).
\11\ For further discussion, see Securities Exchange Act Release
No. 59586 (March 17, 2009), 74 FR 12166 (March 23, 2009) (Order
Approving SR-FINRA-2008-045).
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Finally, FINRA has proposed to delete NYSE Rule Interpretations
346/02 and /03, which address personal business
[[Page 53364]]
expenses and factors to consider when approving outside activities,
FINRA believes the Interpretations are unnecessary or inconsistent with
proposed FINRA Rule 3270. In particular, the provisions in NYSE Rule
Interpretation 346/02 requiring a firm to assume responsibility for all
activities effected on its behalf and under its name are addressed by
other FINRA rules, including supervision rules. In addition, FINRA has
chosen not to impose a requirement for firms to approve all
advertisements of an outside business, although a firm may impose such
restrictions as part of its obligations under supplementary material
.01. FINRA requires firms to approve all advertisements for member firm
business, even if an advertisement relates to the firm's non-securities
business; however, FINRA does not believe that approval should be
required for outside business activities permitted under the proposed
rule change.
For the reasons noted above, FINRA has proposed to transfer NASD
Rule 3030 into the Consolidated FINRA Rulebook with the changes
described herein. In addition, FINRA has proposed to delete NYSE Rule
346 and its interpretations from the Transitional Rulebook also as
described herein.
III. Summary of Comments and Amendment No. 1
Prior Member Consent to Outside Business Activities of Registered
Persons
Certain commenters suggested that FINRA amend proposed FINRA Rule
3270 to require a member's consent before a registered person may
engage in any outside business activity. One commenter noted that in
practice most registered persons are required to get written
acknowledgement from their firm prior to engaging in outside business
activities, and believes that requiring member consent ensures that the
registered person does not engage in an outside business activity
before the member completes its due diligence as required under the
proposed Supplementary Material in proposed FINRA Rule 3270.\12\
According to two commenters, allowing a registered person to engage in
outside business activities upon notice of the proposed activity
without a requirement that the firm consent to such activity places the
firm in a position of risk during the interim period since the firm may
not have had ample time to review the matter.\13\ Certain commenters
believed the proposed rule should require an affirmative written
response from the member \14\ or a written response noting any
objections or concerns to the proposed activity.\15\ One commenter
supported the proposal not to incorporate a member consent requirement
but notes that the requirements of proposed Supplementary Material .01
are the functional equivalent of requiring prior consent from the
member.\16\
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\12\ NPH letter.
\13\ FSI letter, LPL letter.
\14\ FSI letter, LPL letter.
\15\ NAIFA letter.
\16\ NAIFA letter.
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FINRA responded that it does not plan to amend the proposal to
incorporate a prior member consent requirement for a registered
person's outside business activities as such a requirement is not
necessary for all types of firms. FINRA noted that the proposal does
not preclude any member from including a prior member consent
requirement as part of its procedures to manage the outside business
activities of its registered persons.
``Compensation'' and ``Reasonable Expectation of Compensation''
One commenter believed that the ``reasonable expectation of
compensation'' standard in proposed FINRA Rule 3270 is too vague,
particularly if this initial determination is made by the registered
person, and expressed concern that FINRA will question the initial
determinations made by registered persons and/or their supervisors.\17\
Another commenter requested that FINRA define the term
``compensation.'' \18\ FINRA, in its response, stated that it believes
that the standards in the proposed rule are appropriate and workable;
that members will demand sufficient information to enable them to make
the necessary determinations; and that the reasonableness of a
determination will not be judged in hindsight, but rather based on the
information requested and obtained at the time of the registered
person's prior written notice. Also in its response, FINRA stated that
it does not intend to amend the proposal to adopt a definition for the
term ``compensation'' in the proposed rule. FINRA notes that neither
NASD Rule 3030 nor NYSE Rule 346, upon which the proposed rule change
is based, includes a definition of the term ``compensation,'' and FINRA
believes that incorporating a definition of this term in the proposed
rule may frustrate the intent and application of the rule as it may
encourage registered persons to structure outside business arrangements
to purposefully evade the requirements of the proposed rule.
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\17\ Sutherland letter. This commenter requested guidance on
facts and circumstances that would be relevant in making this
initial determination. Also, the commenter recommended that FINRA
clarify that the initial determination should be made by the member,
based on information provided by the registered person, and that it
would not be triggered absent a concrete understanding or agreement
between the registered person and its outside business that
compensation will or will likely be paid over time.
\18\ FSI letter.
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Also, a commenter suggested changing language in the general
requirement of proposed FINRA Rule 3270.\19\ The proposed rule provides
that ``[n]o registered person may be an employee, independent
contractor, sole proprietor, officer, director or partner of another
person, or be compensated, or have the reasonable expectation of
compensation from any other person as a result of any business activity
outside the scope of the relationship with his or her member.'' The
commenter requested that the phrase ``as a result of any business
activity'' be replaced with ``in conjunction with an established
business enterprise.'' The commenter advocated a revised approach
noting that an individual is an employee, officer or director in a
business entity or not, so it does not make sense to connect these
relationships to the phrase ``as a result of any business activity.''
In its response, FINRA notes that the reference to ``as a result of any
business activity'' is from NASD Rule 3030 and has not been changed
under the proposal. FINRA states that the phrase the compensation
language directly preceding it and, accordingly, the proposed rule
prohibits a registered person from either acting in one of the
enumerated roles or from being compensated by, or having the reasonable
expectation of compensation from, any other person as a result of any
business activity outside the scope of the relationship with his or her
member firm, unless he or she has provided prior notice to the member.
FINRA does not intend to amend the proposal to incorporate the
suggested language.
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\19\ FSI letter.
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Reporting Material Changes to Outside Business Activities
A few commenters requested that the proposed rule impose an ongoing
obligation on registered persons to provide prior written notice to a
member should an outside business activity undergo a material
change.\20\ Two commenters noted that without such a requirement, a
member has no way to make knowledgeable decisions regarding these
activities subjecting the firm to regulatory risk and harm.\21\ One
[[Page 53365]]
commenter requested clarification on a member's liability in the event
an outside business activity changes over time.\22\ In its response,
FINRA states that it believes that the requirement for a registered
person to amend or supplement the nature of the prior written notice is
implicit in the proposed rule change. FINRA explains that a registered
person's prior written notice is valid only to the extent that it
continues to accurately describe the outside business activity and,
thus, it is incumbent on the registered person to provide prior written
notice before altering the nature of any outside business activity
previously disclosed in writing to the firm. FINRA also notes that a
member's supervisory system should demand that each registered person
notify the member in the event of a material change to his or her
outside business activities.
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\20\ FSI letter, LPL letter, NPH letter.
\21\ FSI letter, LPL letter.
\22\ NSCP letter.
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Supplementary Material .01 (Obligations of Member Receiving Notice)
All of the comment letters received by the Commission addressed
proposed Supplementary Material .01. The Supplementary Material
initially had provided that firms must review the registered person's
participation in the outside activity to determine whether it raises
investor protection concerns. As initially proposed, the Supplementary
Material would have required that a member must make a determination as
to whether the proposed activity raises investor protection concerns,
and if so, the firm must implement procedures or restrictions on the
activity to protect investors, or prohibit the activity. Certain
commenters opposed the proposed Supplementary Material, in whole or in
part, and request that it be removed from the proposal.\23\
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\23\ FSI letter, LPL letter, NAIFA letter, Sutherland letter.
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Generally, the commenters believed that the proposal exceeds
FINRA's jurisdiction by imposing on members a supervisory obligation
for the outside business activities of its registered persons.\24\ The
commenters stated that members do not have the resources to supervise
the wide variety of outside business activities in which their
registered persons engage. One commenter further provided that this
limited knowledge or expertise would impede the determination of
whether an outside business activity raises investor protection
concerns.\25\ Certain other commenters believed that the proposed
Supplementary Material would distract members from core supervisory
functions by requiring supervision of activities beyond their purview
or practical control.\26\
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\24\ FSI letter, LPL letter, NAIFA letter, NPH letter, NSCP
letter, Sutherland letter.
\25\ NPH letter.
\26\ FSI letter, NAIFA letter.
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Certain commenters suggested that FINRA clarify the due diligence
required in making a determination whether a proposed outside business
activity raises ``investor protection concerns'' \27\ and, further, how
FINRA would define the terms ``investor,'' ``protect investors'' and
``investor protection concerns'' for purposes of the proposed rule.\28\
One commenter noted that the term ``investor protection concerns''
could be subject to interpretation and applied differently across
member firms.\29\ Another commenter stated that almost any activity
could raise investor protection concerns and suggests that, unless this
term is defined as it relates to non-securities activities, FINRA
should remove it from the proposal.\30\ One commenter believed the
Supplementary Material, as initially proposed, was overly broad because
many outside business activities have nothing to do with traditional
investors or investor protection issues.\31\
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\27\ LPL letter, NPH letter, NSCP letter.
\28\ FSI letter, NSCP letter, Sutherland letter.
\29\ LPL letter.
\30\ NSCP letter.
\31\ Sutherland letter.
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In response to the comments received by the Commission, FINRA is
amending proposed Supplementary Material .01. Under the Supplementary
Material, as amended, FINRA will expect members to assess the impact of
the outside activity on the member's business and the member's
customers, as well as the extent to which customers or the public would
perceive the outside activity to be part of the member's business.
Specifically, the revised proposal provides that, upon receipt of a
written notice under proposed FINRA Rule 3270, a member shall consider
whether the proposed activity will: (1) Interfere with or otherwise
compromise the registered person's responsibilities to the member and/
or the member's customers or (2) be viewed by customers or the public
as part of the member's business based upon, among other factors, the
nature of the proposed activity and the manner in which it will be
offered. Additionally, based on the member's review of such factors,
the member would be required to evaluate the advisability of imposing
specific conditions or limitations on a registered person's outside
business activity, including where circumstances warrant, prohibiting
the activity.
IV. Discussion and Finding
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 applicable to a national securities
association.\32\ The Commission believes that the proposed rule change,
as amended, is consistent with the provisions of Section 15A(b)(6) of
the Act, which requires, among other things, that FINRA rules must be
designed to prevent fraudulent and manipulative acts and practices, to
promote just and equitable principles of trade, and, in general, to
protect investors and the public interest.\33\ The proposed rule change
will clarify and streamline NASD Rule 3030 for adoption as a FINRA rule
in the new Consolidated FINRA Rulebook, while also implementing
additional protections such as the need for registered persons to
provide prior written notice to its member firms of proposed outside
business activities and for firms to implement a system to assess the
risk that these outside business activities may cause potential harm to
investors and to manage these risks by taking appropriate actions as
prescribed by the proposed rule.
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\32\ In approving the proposed rule change, the Commission has
considered the rule change's impact on efficiency, competition, and
capital formation. 15 U.S.C. 78c(f).
\33\ See 15 U.S.C. 78o-3(b)(6).
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V. Accelerated Approval
The Commission finds good cause, pursuant to Section 19(b)(2) of
the Act,\34\ for approving the proposed rule change, as amended by
Amendment No. 1 thereto, prior to the 30th day after the date of
publication in the Federal Register. The changes proposed in Amendment
No. 1 do not raise novel regulatory concerns. Moreover, accelerating
approval of this proposal should benefit FINRA member firms and
investors by streamlining and clarifying a member's obligations upon
receipt of notice of a proposed outside business activity by a
registered person.
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\34\ 15 U.S.C. 78s(b)(2).
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VI. 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:
[[Page 53366]]
Electronic Comments
Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
Send an e-mail to [email protected]. Please include
File Number SR-FINRA-2009-042 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-FINRA-2009-042. This
file number should be included on the subject line if e-mail is used.
To help the Commission process and review your comments more
efficiently, please use only one method. The Commission will post all
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments,
all written statements with respect to the proposed rule change that
are filed with the Commission, and all written communications relating
to the proposed rule change between the Commission and any person,
other than those that may be withheld from the public in accordance
with the provisions of 5 U.S.C. 552, will be available for Web site
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 a.m. and 3 p.m. Copies of such filing also will be
available for inspection and copying at the principal office of FINRA.
All comments received will be posted without change; the Commission
does not edit personal identifying information from submissions. You
should submit only information that you wish to make available
publicly. All submissions should refer to File Number SR-FINRA-2009-042
and should be submitted on or before September 21, 2010.
VII. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\35\ that the proposed rule change (SR-FINRA-2009-042), as amended,
be, and hereby is, approved on an accelerated basis.
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\35\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\36\
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\36\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-21606 Filed 8-30-10; 8:45 am]
BILLING CODE 8010-01-P