In July, 2015, the U.S. Securities and Exchange Commission approved the adoption of the Financial Industry Regulatory Authority (FINRA) Rule 2241. Rule 2241 (Research Analysts and Research Reports) is a consolidated rule that addresses conflicts of interest relating to the publication and distribution of equity research reports. Three provisions of Rule 2241 become effective on September 25, 2015.
Section (2)(I) of paragraph 2241(b) (Identifying and Managing Conflicts of Interest) requires that members’ written policies and procedures define quiet periods of a minimum of 10 days after an initial public offering (IPO) and a minimum of three days after a secondary offering. During the quiet periods, a member must not publish or otherwise distribute research reports, and research analysts must not make public appearances relating to the issuer, if the member has participated as an underwriter or dealer in the IPO, or acted as manager or co-manager in the secondary offering. Rule 2241(b)(2)(I) does not apply to the publication or distribution of a research report or a public appearance after an initial public offering or secondary offering of the securities of an Emerging Growth Company, as defined by Section 3(a)(80) of the Securities Exchange Act of 1934. Rule 2241(b)(2)(I) does not prevent a member from publishing or distributing a research report or prevent a research analyst from making a public appearance concerning the effects of significant news or a significant event on the subject company within the applicable quiet period, provided that legal or compliance personnel authorize publication of the research report before it is issued or authorize the public appearance before it is made. For secondary offerings, the rule does not prevent publication or distribution of a research report or a public appearance by a research analyst pursuant to Securities Act Rule 139 regarding a subject company with "actively-traded securities," as defined in Rule 101(c)(1) of SEC Regulation M.
Rule 2241(j) (Exemption for Good Cause) grants FINRA general exemptive authority. This section allows FINRA, pursuant to the Rule 9600 Series, to conditionally or unconditionally grant, in exceptional and unusual circumstances, an exemption from any requirement of Rule 2241 "for good cause shown after taking into account all relevant factors, to the extent such exemption is consistent with the purposes of this Rule, the protection of investors, and the public interest."
Supplementary Material .10 (Divesting Research Analyst Holdings) dictates, with respect to Rule 2241(b)(2)(J)(ii), that FINRA "shall not consider a research analyst account to have traded in a manner inconsistent with a research analyst’s recommendation" where a member has a policy prohibiting any research analyst from holding securities, or options on or derivatives of such securities, of the companies in the research analyst’s coverage universe, "provided that the member establishes a reasonable plan to liquidate such holdings consistent with the principles in paragraph (b)(2)(J)(i) and such plan is approved by the member’s legal or compliance department."
The remaining provisions of Rule 2241 become effective on December 24, 2015. The full text the Rule is available at: