FINRA Regulatory Matters at a Glance: What Compliance Officers Need to Know - April 2016

FINRA Regulatory Notices, Rule Filings and Guidance for the Period May 2015 through April 2016 Prepared by Glen Barrentine, Partner, Winston & Strawn, [email protected] or 212.294.3543 Questions or suggestions? Please contact Glen or your usual Winston & Strawn contact. INTERNAL LINKS: FINRA Regulatory Notices FINRA Rule Filings Exemptive & Interpretive Letters Targeted Examination Letters Reports and Studies Other Matters of Interest FINRA Calendar Chart Color Key Action May Be Required (does not include continuing education items) Administrative Arbitration Continuing Education Notifications / Request for Comment Attorney advertising materials – © 2016 Winston & Strawn LLP * Other rules may also apply. FINRA Regulatory Matters at a Glance What Compliance Officers Need to Know Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member FINRA Regulatory Notices New Regulatory Notices FINRA Regulatory Notice 16-15 Trade Reporting TRACE Fixed Income Exemption ATS Trade Reporting and Compliance Engine (TRACE): Exemption from Trade Reporting Obligation for Certain Transactions on Alternative Trading Systems FINRA Rule 6720 (Participation in TRACE) FINRA Rule 6730 (Transaction Reporting) FINRA Rule 6732 (Exemption from Trade Reporting Obligation for Certain The notice describes new FINRA Rule 6732, which provides FINRA with authority to exempt certain transactions by an ATS from the transaction reporting obligations of FINRA Rule 6730. Effective Date: July 18, 2016 None © 2016 Winston & Strawn LLP * Other rules may also apply. Page 2 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member Transactions on an Alternative Trading System) FINRA Rule 7730 (Trade Reporting and Compliance Engine (TRACE) FINRA Regulatory Notice 16-14 Alternative Trading Systems (ATS) Equity Securities Volume and Trade Count Information Alternative Trading Systems (ATSs): FINRA Announces Implementation Date for Publication of ATS Block-Sixe Trade Data FINRA Rule 6110 (Trading Otherwise than on an Exchange) Beginning on October 3, 2016, FINRA will expand its alternative trading system (ATS) transparency initiative to publish monthly information on blocksize trades occurring on ATSs. Implementation Date: October 3, 2016 None FINRA Regulatory Notice 16-13 Financial Reporting Net Capital Foreign Equity Securities Ready Market Foreign Equity Securities: Revised SEC No-Action Guidance Expanding the Definition of “Ready market” for Certain Foreign Equity Securities SEA Rule 15c3-1 (Net Capital Requirements for Brokers and Dealers) Regulation T FINRA Rule 4210 (Margin Requiremetns) The notices announces the issuance by the SEC’s Division of Trading and Markets of a new no-action letter that sets forth conditions under which brokerdealers may treat certain foreign equity securities as having a ready market for purposes of the net capital rule. The no-action letter replaces the previous SEC no-action letter on this topic. Immediately Members may want to consider whether changes to their written policies and procedures are warranted. FINRA Regulatory Notice 16-12 Sales Practices Pension Income Stream Products Pension Income Stream Products: FINRA Provides Guidance on Firm Responsibilities for Sales of Pension Income Stream Products FINRA Rule 3110 (Supervision) FINRA Rule 3270 (Outside Business Activities of Registered Persons) FINRA Rule 3280 (Private Securities Transactions of Typically, Pension income stream products involve an upfront lump sum payment to a pensioner in exchange for the rights to the future pension income payments. The notice provides guidance regarding sales practice issues related to pension income stream products. The notice identifies certain Immediately Members may want to consider whether changes to their written policies and procedures are warranted to cover pension income stream products. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 3 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member an Associated Person) issues and concerns involving the purchase and sale of pension income stream products, including whether such products are securities, and the related questions concerning application of FINRA’s requirements relating to outside business activities and/or private securities transactions, and supervisory responsibilities. FINRA Regulatory Notice 16-11 Financial Reporting FOCUS Reports Supplemental Information Supplemental FOCUS Information: SEC Approves Expanded Application of Supplemental Schedule for Derivatives and Other OffBalance Sheet Items SEA Rule 15c3-1 (Net Capital Requirements for Brokers and Dealers) FINRA Rule 4524 (Supplemental FOCUS Information) The notice informs members of the approval by the SEC of FINRA’s proposal to amend FINRA Rule 4524, which requires certain non-carrying/nonclearing firms that have significant amounts of offbalance sheet obligations to file the Derivatives and Other OffBalance Sheet Items Schedule (“OBS”) with their FOCUS report. Implementation Date: The Schedule for the period ended June 30, 2016 must be filed with FINRA on or before August 2, 2016. Members may want to consider whether changes to their written policies and procedures are warranted. FINRA Regulatory Notice 16-10 Municipal Securities Direct Purchases Bank Loans Municipal Securities: Direct Purchases and Bank Loans as Alternatives to Public Finance in the municipal Securities Markets Various SEC, FINRA and MSRB Rules The notice provides guidance regarding the practice of privately placing municipal securities directly with a single purchaser and the use of bank loans as alternatives to traditional public financings. Immediately Members that may engage in the placement of municipal securities directly with a single purchaser or the use of bank loans as alternatives to traditional public offerings in the municipal securities market may want to compare the guidance set forth in Notice 16-10 to their practices and written policies and procedures. Previously Reported Regulatory Notices © 2016 Winston & Strawn LLP * Other rules may also apply. Page 4 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member FINRA Regulatory Notice 16-09 Settlement Cycle Regular Way Shortening the Settlement Cycle for Securities to T+2: FINRA Requests Comment on Proposed Amendments to FINRA Rules to Support the Industry Initiative to Shorten the Settlement Cycle for Securities in the U.S. Secondary market from T+3 to T+2 SEA Rule 15c6-1 Various FINRA Rules In anticipation of the SEC’s change to SEA Rule 15c6-1 to facilitate settlement no later than T+2, The proposed changes would amend the definition of “regular way” settlement as occurring on T+2. Comment Period Expires April 4, 2016 None. This Notice is informational only and for the purpose of soliciting comments on a proposed rule change. FINRA Regulatory Notice 16-08 Offerings Contingent Offerings Contingency Offerings: Private Placements and Public Offerings Subject to a Contingency SEARule 10b-9 (Prohibited representations in connection with certain offerings) and SEA Rule 15c2-4 (Transmission or maintenance of payments received in connection with underwritings) The notice provides guidance on the contingency offering requirements of SEARule 10b-9 and SEA Rule 15c2-4. Immediately Members that may engage in contingency offerings may want to compare the guidance set forth in Notice 16-08 to their practices and written policies and procedures. FINRA Regulatory Notice 16-07 Books and Records Notifications Private Placements Change of Control Jumpstart Our Business Startups (JOBS) Act: SEC Approval of FINRA Rule 4518 (Notification to FINRA in Connection with the JOBS Act) FINRA Rule 4518 (Notification to FINRA in Connection with the JOBS Act The notice informs members of the approval by the SEC of FINRA Rule 4518, which requires members to notify FINRA prior to engaging for the first time in a transaction involving the offer or sale of securities in reliance on Section 4(a)(6) of the Securities Act or within 30 days of controlling or being controlled or under the common control of a funding portal as defined pursuant to Rule 300(e)(2) of SEC Regulation Crowdfunding. Effective Date; January 29, 2016 Members may want to consider whether they need to update their policies and procedures to reflect FINRA Rule 4518. FINRA Regulatory JOBS Act Jumpstart Our Business Startups (JOBS) Act: SEC Approval of FINRA Funding FINRA Funding Portal Rules The notice announces the SEC’s approval of Funding Portal Rules, which implement the Effective Date; January 29, The Funding Portal Rules apply to funding portals and not to broker-dealer © 2016 Winston & Strawn LLP * Other rules may also apply. Page 5 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member Notice 16-06 Funding Portal Rules Portal Rules and related Forms requirement of Section 3(h)(1)(B) of the Exchange Act and Regulation Crowdfunding that funding portals are required to become members o f a national securities association. 2016 members of FINRA. FINRA Regulatory Notice 16-05 Financial Flings Electronic Reporting Annual and Supplemental Reports Electronic Filing of BrokerDealer Annual Reports: SEC No-Action Guidance on Electronic Filing of BrokerDealer Annual Reports SEA Rule 17a-5 (Reports to be made by certain brokers and dealers) SEA Rule 17a-12 (Reports to be made by certain OTC derivatives dealers) The notice provides information regarding a recent SEC noaction letter that allows brokerdealers and OTC derivative dealers to file annual and supplemental reports under SEA Rule 17a-5 and SEA Rule 17a-12 electronically through the SEC’s EDGAR system. Immediately None FINRA Regulatory Notice 16-04 Internal FINRA Administration Merger of FINRA Dispute Resolution: SEC Approves Proposed Rule Change to Merge FINRA Dispute Resolution, Inc. into and with FINRA Regulation, Inc. None The notices announces the approval of the merger of FINRA Dispute Resolution, Inc. into and with FINRA Regulation, Inc. Implementation Date: December 20, 2015 None FINRA Regulatory Notice 16-03 Exempted Securities Government Securities Mark Ups and Commissions MARK-UP RULE AND EXEMPTED SECURITIES: SEC Approves Amendment to Apply FINRA Rule Governing Mark-ups to Transactions in Exempted Securities that are Government Securities FINRA Rule 0150 (Application of Rules to Exempted Securities Except Municipal Securities) FINRA Rule 2121 (Fair Prices and Commissions) The Notice informs members that the SEC has approved application of FINRA Rule 2121 pertaining to FINRA’s mark up/commission policy to government securities. Implementation Date: The amendment became effective at the time of the SEC’s approval. Members should ensure their practices and policies and procedures are consistent with the rule change. FINRA Regulatory Notice Qualification Examinations General Securities QUALIFICATION EXAMINATIONS: FINRA Revises the Series 9/10 Examination Program NASD Rule 1021 (Registration Requirements) The Notice informs members that FINRA has revised the content outline for the Geenral Securities Sales Supervisor Implementation Date: The content None © 2016 Winston & Strawn LLP * Other rules may also apply. Page 6 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member 16-02 Sales Supervisor Series 9/10 Content Outline NASD Rule 1022 (Categories of Principal Registration) (Series 9/10) Examination Program. changes will be reflected in examinations administered on or after March 7, 2016. FINRA Regulatory Notice 16-01 Registration Renewals BD AND IA RENEWALS FOR 2016: Final Renewal Statements for Broker-Dealers, Investment Adviser Firms, Agents and Investment Adviser Representatives, and Branches Not Applicable This Notice is provided to help firms review, reconcile and respond to their FINAL Renewal Statements and reports currently available in Web CRD/IARD for the annual registration renewal process. Payment Deadline: January 15, 2016 None. This Notice is informational only. FINRA Regulatory Notice 15-52 Customers Communications with Customers Stock Quotes PROVIDING STOCK QUOTATIONS TO CUSTOMERS: SEC Staff Provides Insight Into Firms’ Obligations When Providing Stock Quote Information to Customers Rule 603 of Regulation NMS (Distribution, consolidation, and display of information with respect to quotations for and transactions in NMS stocks) FINRA Rule 5310 (Best Execution and Interpositioning) The notice reminds members that, when they provide a quotation to a customer that can be used to assess the current market or the quality of trade execution, Rule 603(c) of Regulation NMS requires they provide the customer with a consolidated display of market data and not rely on nonconsolidated market information. Immediately Members should ensure their practices and policies and procedures are consistent with the provided guidance. FINRA Regulatory Notice 15-51 Trade Reporting FINRA Equity Trade Reporting Facilities Equity Over the Counter (OTC) EQUITY TRADE REPORTING: Submission of “Clearing-Only, Non-Regulatory Reports” to the FINRA Equity Trade Reporting Facilities FINRA Rule 7130(g) (Trade Report Input) FINRA Rule 7230A(i)) (Trade Report Input) FINRA Rule 7230B(h) (Trade Report Input) FINRA Rule 7330b(h) (Trade The notice announces a rule change that allows a member to submit a clearing-only, nonregulatory report to a FINRA Facility for a previously executed trade from which a tape report has been submitted to the Facility, or for the offsetting portion of a riskless principal or agency transaction for which a non-tape, non-clearing report already has been submitted to the Facility satisfying FINRA Effective Date: February 1, 2016 None © 2016 Winston & Strawn LLP * Other rules may also apply. Page 7 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member Report Input) regulatory requirements. FINRA Regulatory Notice 15-50 Communication with the Public Website BrokerCheck BROKERCHECK: SEC Approves Rule Requiring Members’ Websites to Include a Readily Apparent Reference and Hyperlink to BrokerCheck FINRA Rule 2210 (Communications with the Public) This notice announces a rule change that requires members’ websites to include a readily apparent reference and hyperlink to BrokerCheck on the home page and any other webpage that includes a professional profile of one or more registered persons that conduct business with retail investors. Effective Date: June 6, 2016 Members should revise their websites and policies and procedures in accordance with the rule change. FINRA Regulatory Notice 15-49 Form U5 BrokerCheck BROKERCHECK: SEC Approves Changes to Reduce the Waiting Period for the Release of Information Reported on Form U5 Through BrokerCheck FINRA Rule 8312 (BrokerCheck Disclosure) The notice announces a rule change that reduces the waiting period for the disclosure on BrokerCheck of information reported on Form U5 from 15 to three days. Implementation Date: December 12, 2015 None FINRA Regulatory Notice 15-48 Trade Reporting Alternative Display Facility (“ADF”) Trade Reporting Facilities (“TRFs”) NMS Stocks OTC Equity Securities EQUITY TRADING INITIATIVES: SEC Approves Amendments to Publish OTC Equity Volume Executed Outside Alternative Trading Systems FINRA Rule 6110 (Trading Otherwise than on an Exchange) FINRA Rule 6610 (General) The notice announces an approved rule change that authorizes FINRA to publish nonATS OTC volume information by member firm and security on a two week basis for NMS stocks in Tier 1 of the NMS Plan to Address Extraordinary Market Volatility and a four week delayed basis for all other NMS stocks and OTC Equity Securities. Effective Date: April 2, 2016 None other than the publication of firm trade volume by FINRA FINRA Regulatory Notice 15-47 Trade Reporting TRACE Fixed Income TRADE REPORTING AND COMPLIANCE ENGINE (TRACE): SEC Approves Amendments to Require Firms to Report Transactions in TRACEEligible Securities As Soon As FINRA Rule 6730 (Transaction Reporting) The notice announces a rule change that requires the use of an indication when a TRACE report does not reflect a commission or mark-up or markdown. Implementation Date: May 23, 2016 Members that report to TRACE will need to comply with the rule change. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 8 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member Practicable FINRA Regulatory Notice 15-46 Customers Order Handling Best Execution BEST EXECUTION: Guidance on Best Execution Obligations in Equity, Options and Fixed Income Markets FINRA Rule 5310 (Best Execution and Interpositioning) The notice provides guidance regarding the best execution obligations of members that receive, handle, route or execute customer orders in equities, options and fixed income securities. Immediately The notice states that members that receive, handle, route or execute customer orders in equities, options or fixed income securities “should review their systems and procedures to ensure that they are designed to incorporate and reflect the best execution principles and the guidance provided [t]herein.” FINRA Regulatory Notice 15-45 Qualification Examinations Equity Trader Registration Series 55 Proprietary Trader Series 56 Securities Trader Series 57 Securities Trader Principal SECURITIES TRADER REGISTRATION AND QUALIFICATION EXAMINATION: FINRA Announces Approval of and Implementation Date for Securities trader and Securities Trader Principal Registration Categories and Related Qualification Examination, Fees and Continuing Education Requirements NASD Rule 1022(a) (General Securities Principal) NASD Rule 1032(f) (Limited Representative – Equity Trader) The notice announces a rule change that replaces the Equity Trader registration category and qualification examination (Series 55) with a new Securities Trader registration category and qualification examination (Series 57) and establish a Securities Trader Principal registration category. Implementation Date: January 4, 2016 None. An associated person registered as an equity trade on the effective date of the proposed rule change will be grandfathered as a securities trader without having to take any additional examinations. FINRA Regulatory Notice 15-44 Trade Reporting Electronic Blue Sheet Submissions ELECTRONIC BLUE SHEET SUBMISSIONS: FINRA and ISG Extend Effective Date for Certain Electronic Blue Sheet Data Elements FINRA Rule 8211 (Automated Submission of Trading Data Requested by FINRA) FINRA Rule 8213 (Automated Submission of The extension is being granted to be consistent with the exemptive relief recently granted by the SEC, which extended the compliance date for certain broker-dealer recordkeeping and reporting requirements of SEA Rule 13h-1 (Large Trader Rule). Extension Date: November 1, 2017 None © 2016 Winston & Strawn LLP * Other rules may also apply. Page 9 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member Trading Data for Non-ExchangeListed Securities Requested by FINRA) FINRA Regulatory Notice 15-43 Business Continuity Disaster Recovery BC/DR TESTING UNDER REGULATION SCI: FINRA Files Rule with SEC for Authority to Designate Firms for Mandatory Participation in FINRA’s Business Continuity/Disaster Recovery Testing, as Required by Regulation SCI FINRA Rule 4380 (Mandatory Participation in FINRA BC/DR Testing Under Regulation SCI) The notices announces the adoption of a new FINRA rule that authorizes FINRA to designate firms that must participate in FINRA’s business continuity/disaster recovery testing under Regulation SCI. Effective Date: November 3, 2015 None FINRA Regulatory Notice 15-42 Net Capital Subordination Agreements Electronic Filings SUBORDINATION AGREEMENTS: FINRA to Require Electronic Submission of Subordination Approval Requests SEA Rule 15c3-1 Appendix D (Satisfactory Subordination Agreements) FINRA Rule 4110 (Capital Compliance) The notice informs members that all future subordinated loan agreements and secured demand note agreements including renewals of existing agreements must be submitted over a new electronic platform on the Firm Gateway rather than in hard copy as is currently the case. Effective Date: November 30, 2015 None FINRA Regulatory Notice 15-41 Trade Reporting TRACE Fixed Income TRADE REPORTING AND COMPLIANCE ENGINE (TRACE): SEC Approves Amendments to Require Firms to Report Transactions in TRACEEligible Securities As Soon As Practicable FINRA Rule 6700 Series This Notice announces that the SEC approved amendments to TRACE to require reporting of transactions in TRACE-eligible securities that are subject to dissemination as soon as practicable following the time of execution of the transaction. Implementation Date: November 30, 2015 Members that report to TRACE may need to revise their systems and processes to comply with the newly approved reporting requirements. FINRA Regulatory Notice 15-40 Registration Renewals BD AND IA RENEWALS FOR 2016: Broker-Dealer, Investment Adviser Firm, Agent and Investment Adviser Representative, and Branch Not Applicable This Notice announces that the 2016 Renewal Program begins on November 16, 2015 when FINRA makes the online Preliminary Statements available Payment Deadline: December 18, 2015 Firms should process renewals for 2016 in accordance with the dates set out in the Notice.. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 10 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member Renewals for 2016 to all firms on Web CRD/IARD.. FINRA Regulatory Notice 15-39 Qualification Examinations Financial and Operations Principal Series 27 Introducing BrokerDealer Financial and Operations Principal Series 28 Content Outline QUALIFICATION EXAMINATIONS: FINRA Revises the Series 27 and 28 Examination Programs NASD Rule 1021 (Registration Requirements) NASD Rule 1022 (Categories of Principal Registration) The Notice informs members that FINRA has revised the content outline for the Financial and Operations Principal (Series 27) Examination Program and has also revised the content outline for the Introducing Broker-Dealer Financial and Operations Principal (Series 28) Examination Program Implementation Date: Immediately None FINRA Regulatory Notice 15-38 Continuing Education Firm Element Advisory Update CONTINUING EDUCATION Securities Industry/Regulatory Council on Continuing Education Issues Firm Element Advisory Update FINRA Rule 1250 (Continuing Education Requirements). The Securities Industry/Regulatory Council on Continuing Education has released its Spring 2015 Firm Element Advisory, which is available at http://cecouncil.com/media/2422 95/2015-spring-firm-elementadvisory.pdf Implementation Date: Immediately The Securities industry/Regulatory Council on Continuing Education recommends that firms consider the topics reflected it the Council’s Fall 2015 Firm Element Advisory in their Firm Element training plan. FINRA Regulatory Notice 15-37 Sales Practices Customer Account Information Disbursements Seniors Vulnerable Adults FINANCIAL EXPLOITATION OF SENIORS AND OTHER VULNERABLE ADULTS: FINRA Requests Comment on a Rules Relating to Financial Exploitation of Seniors and Other Vulnerable Adults FINRA Rule 4512 (Customer Account Information) New FINRA Rule 2165 (Financial Exploitation of Specified Adults) FINRA is requesting comment on proposed rules that would (i) require firms to make reasonable efforts to obtain the name of and contact information for a trusted contact person for a customer’s account and (ii) permit qualified persons of firms to place temporary holds on disbursements of funds or securities from the accounts of specified customers where there is a reasonable belief of financial exploitation of these customers. Comment Period Expires: November 30, 2015 None. This Notice solicits comments on a proposed rule. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 11 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member FINRA Regulatory Notice 15-36 Confirmations Fixed Income Corporate Debt Agency Debt PRICING DISCLOSURE IN THE FIXED INCOME MARKET: FINRA Requests Comment on a Revised Proposal Requiring Confirmation Disclosure of Pricing Information in Corporate and Agency Debt Securities transactions FINRA Rule 2232 (Customer Confirmations) FINRA is proposing to require that members disclose additional information on customer confirmations for transactions in corporate and agency debt. This notice revises a previous proposal in Regulatory Notice 14- 52. FINRA. The MSRB has also solicited comments on a proposal that is similar to but varies from FINRA’s proposal. See MSRB Regulatory Notice 2015-16 and Notice 2015-19 (extending comment period on Notice 2015-16). Comment Period Expires: December 11, 2015 None. This Notice solicits comments on a proposed rule. FINRA Regulatory Notice 15-35 Enforcement Disciplinary Proceedings Code of Conduct Cease and Desist Orders CEASE AND DESIST ORDERS SEC Approves Amendments to FINRA Rules Regarding Temporary and Permanent Cease and Desist Orders FINRA Rule Series 9100 (Application and Purpose) FINRA Rule Series 9200 (Disciplinary Proceedings) FINRA Rule Series 9300 (Review of Disciplinary Proceeding by NAC and FINRA Board; Application for SEC Review) FINRA Rule Series 9550 (Expedited Proceedings) FINRA Rule Series 9800 (Temporary Cease and Desist The Order amends the relevant rules to make a number of changes that would affect the issuance of cease and desist orders by FINRA. Effective Date: November 2, 2015 None © 2016 Winston & Strawn LLP * Other rules may also apply. Page 12 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member Orders) FINRA Regulatory Notice 15-34 Sales Practices Military Personnel SALES ON MILITARY INSTALLATIONS SEC Approves Rule Governing Sales of Securities on military Installations to Members of the U.S. Armed Forces or Their Dependents New FINRA Rule 2272 (Sales and Offers of Sales of Securities on Military Installations) The Notice provides an overview of recently approved FINRA Rule 2272, which imposes additional notice and other obligations on the sale by members of securities on the premises of any military installation to members of the U.S. Armed Forces or their dependents. Effective Date: March 30, 2016 Members that engage in sales to customers should update their procedures accordingly. FINRA Regulatory Notice 15-33 Liquidity Risk Management LIQUIDITY RISK: Guidance on Liquidity Risk Management Practices None The Notice provides the results of FINRA’s recent sweep of 43 introducing and carrying brokers relating to managing liquidity needs in a stressed environment. The Notice announces FINRA’s expectation that each member that hold proprietary positions or clear and carry customer transactions will “regularly assess its funding and liquidity risk management practices. . . .” While no rule specifically addresses liquidity risk management,, the Notice appears to look to the SEC’s financial responsibility rules as offering support for FINRA’s expectation. Immediately While FINRA characterizes the Notice as “guidance” the Notice also states that members that hold inventory positions or clear and carry customer transactions “should consider and implement” the provided guidance. In particular, it would seem that this should include a regular assessment of a member’s funding and liquidity risk management. FINRA Regulatory Notice Corporate Finance Offerings Regulation A+ REGULATION A OFFERINGS: FINRA Filing Requirements and Review of Regulation A Offerings FINRA Rule 2210 (Communications with the Public) FINRA Rule 2310 The Notice reminds members of the applicability of the relevant rules to Regulation A offerings and, in particular, the need for members that participate in the Immediately Members that participate in the distribution of securities in a Regulation A+ offering may want to confirm their existing © 2016 Winston & Strawn LLP * Other rules may also apply. Page 13 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member 15-32 DPP Advertising Filing Requirements (Direct Participation Programs) FINRA Rule 5110 (Corporate Financing Rule – Underwriting Terms and Arrangements) FINRA Rule 5121 (Public Offerings of Securities with Conflicts of Interest) distribution of securities in a Regulation A+ offering to file documents and other information with FINRA’s Corporate Financing Department. Regulation A+ solicitation materials related to direct participation programs may also need to be filed with FINRA’s Advertising Regulation Department within ten business days of first use. procedures against the Notice. FINRA Regulatory Notice 15-31 Research (Debt) Research Analysts Research Report EQUITY RESEARCH: SEC Approves Consolidated Rule to Address Conflicts of Interest relating to the Publication and Distribution of Debt Research Reports FINRA Rule 2242 (Debt Research Analysts and Debt Research Reports) The Notice announces that the SEC has approved new FINRA Rule 2242, which regulates debt research analysts and debt research reports. Effective: February 22, 2016 Members that publish debt research should update their procedures as necessary to comply with FINRA Rule 2242. FINRA Regulatory Notice 15-30 Research (Equity) Research Analysts Research Report EQUITY RESEARCH: SEC Approves Consolidated Rule to Address Conflicts of Interest relating to the Publication and Distribution of Equity Research Reports FINRA Rule 2241 (Research Analysts and Research Reports) The Notice announces that the SEC has approved new consolidated FINRA Rule 2241. This rule contains a number of additional requirements over and beyond existing NASD Rule 2711. Provisions of the rule becomes effective on September 25, 2015 and December 24, 2015. Members that publish research should update their procedures as necessary to comply with FINRA Rule 2241. FINRA Regulatory Notice Qualification Examinations Registered Options QUALIFICATION EXAMINATIONS: FINRA Revises the Series 4 Examination Program NASD Rule 1031 (Registration Requirements) The Notice informs members that FINRA has revised the content outline for the Registered Options Principal Immediately None © 2016 Winston & Strawn LLP * Other rules may also apply. Page 14 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member 15-29 Principal Series 4 Content Outline NASD Rule 1032 (Categories of Representative Registration) (Series 4) Examination Program FINRA Regulatory Notice 15-28 Continuing Education Regulatory Element Web-Based Delivery Fees CONTINUING EDUCATION: SEC Approves Amendments Relating to Web-based Delivery of the Regulatory Element FINRA Rule 1250 (Continuing Education) The Notice announces that the SEC has approved amendments to FINRA rules to allow FINRA to implement a web-based delivery method for delivery of the regulatory element of the continuing education requirement, which will be administered through the FINRA CE Online System. This system will be rolled out in two phases. The first will be launched on October 1, 2015 and will include Regulatory Elements S106 (Investment Company and Variable Contracts Representatives), S201 (Registered Principals and Supervisors) and S901 (Operations Professionals). The second phase will be rolled out on January 4, 2016 and will include Regulatory Element S101 (all other registration categories). This web-based system will replace the current use of test centers, which will be phased out no later than six months after January 4, 2016. FINRA is also phasing out in-firm delivery of the Regulatory Element through Pearson VUE in accordance with the two tier phase in schedule above. FINRA is reducing the fee for participants from $100 per session to $55. The first phase in date is October 1, 2015. The second phase in date is January 4, 2016. Test centers will be phased out no later than January 4, 2016. Members should consider if their current continuing education/regulatory element procedures will need to be revised to accommodate this change. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 15 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member FINRA Regulatory Notice 15-27 Supervisory Procedures (WSPs) Municipal Securities Fail to Receive Firm Short Positions MUNICIPAL SECURITIES TRADING: Guidance Related to Firm Short Positions and Fails-toReceive in municipal Securities Various The Notice remind firms engaged in municipal securities transactions that their written supervisory procedures should identify the process for detecting, resolving and preventing the consequences of firm short positions and fails-toreceive in municipal securities, as well as the controls for ensuring that communications with customers regarding municipal securities transactions, including the tax status of interest payments, are not false or misleading. FINRA examinations have found that, as a result of trading errors and inadequate firm controls, some customers who purchased taxexempt municipal securities have been paid substitute interest, which is not tax-exempt under the Internal Revenue Code. Immediately Members that engage in municipal securities positions may want to review their existing procedures against the guidance provided in FINRA Regulatory Notice 15-27. FINRA Regulatory Notice 15-26 Trade Reporting TRACE Fixed Income TRADE REPORTING AND COMPLIANCE ENGINE (TRACE): FINRA Requests Comment on a New Academic TRACE Data Product FINRA Rule 7730 (Trade Reporting and Compliance Engine (TRACE)) FINRA is soliciting comments on a proposal to create a new Academic TRACE Data product that would be available to institutions of higher education. The contemplated data product would make available an enhanced version of Historic TRACE Data that would include masked dealer identification. Comment Period Expires: September 14, 2015 None. This Notice solicits comments on a proposed rule. FINRA Regulatory Notice 15-25 Financial Responsibility Rule 15c3-1 Rule 15c3-3 SEC FINANCIAL RESPONSIBILITY RULES: FINRA Announces Updates of the Interpretations of Financial Responsibility Rules SEA Rule 15c3-1 (Net Capital Requirements for Brokers and Dealers) The list of the interpretations that have been revised or added to FINRA’s Interpretations of Financial and Operational Rules is available in the notice. Immediately None though firms should be aware of these changes. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 16 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member SEA Rule 15c3-3 (Customer Protection – Reserves and Custody of Securities)) FINRA Regulatory Notice 15-24 Trade Reporting TRACE Fixed Income TRADE REPORTING AND COMPLIANCE ENGINE (TRACE): FINRA Requests Comment on the Reduction of the Delay Period for Historic TRACE Data FINRA Rule 7730 (Trade Reporting and Compliance Engine (TRACE)) FINRA is soliciting comments on reducing the delay period applicable to the historical TRACE Data Sets from 18 to six months Comment Period Expires: August 24, 2015 None. This Notice solicits comments on a proposed rule. FINRA Regulatory Notice 15-23 Customer Accounts Suitability Sale of Securities on a Subscription-way Basis Financial Responsibility Rule 15c3-3 Promptly Transmit SUBSCRIPTION-WAY TRANSACTIONS: FINRA Provides Limited Relief Regarding Requirements to Promptly Transmit Funds in Connection With Sales of Securities on a Subscription-Way Basis for the Purpose of Completing Suitability Reviews Under Identified Conditions SEA Rule 15c3-3 (Customer Protection – Reserve and Custody of Securities) FINRA Rule 2150(a) (Improper Use of Customers’ Securities or Funds; Prohibition Against Guarantees and Sharing in Accounts – Improper Use) NASD Rule 2830(m) (Investment Company Securities – Prompt Payment for Investment Company Shares) In order to allow members to take advantage of a recent noaction letter by the SEC, FINRA is providing limited relief from FINRA Rule 2150(a) and NASD Rule 2830(m) regarding the requirement to promptly transmit customer funds received in connection with the sale of securities on a subscription-way basis for the purpose of completing suitability reviews. Firms may hold a customer check payable to an issuer or appropriate third-party payee for up to seven days, subject to the seven conditions set forth in the notice. Effective Immediately Firms that engage in subscription-way sales should revise their procedures regarding the prompt transmittal of customer funds in accordance with the requirements set forth in FINRA Regulatory Notice 15-23 FINRA Regulatory Customers DISCRETIONARY ACCOUNTS AND TRANSACTIONS: FINRA Various FINRA is soliciting comment on the adoption of a consolidated Comment None. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 17 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member Notice 15-22 Sales Practices Authorization Discretion Bulk Exchange of Money Market Mutual Funds Bulk Transfer of Customer Accounts Sweep Accounts and Free Credit Balances Money Market Mutual Fund Redemption Programs Requests Comment on a Revised proposal to Adopt a Consolidated FINRA Rule Regarding Discretionary Accounts and Transactions FINRA rule that would replace NASD Rule 2510 (Discretionary Accounts) and Incorporated NYSE Rule 408 (Discretionary Power in Customers’ Accounts) and NYSE Rule Interpretation 408 (Discretionary Power in Customers’ Accounts). Period Expires: August 17, 2015 This Notice solicits comments on a proposed rule. FINRA Regulatory Notice 15-21 Arbitration Cancellation Fees Notice LATE CANCELLATION FEES: SEC Approves Amendments to the Code of Arbitration Procedure to increase the Fees Assessed for Late Cancellation or Postponement of a Hearing FINRA Rule 12214 (Payment of Arbitrators) FINRA Rule 12601 (Postponement of a Hearing) FINRA Rule 13214 (Payment of Arbitrators) FINRA Rule 13601 (Postponement of a Hearing) The rule change amends FINRA’s code of arbitration for both customer and industry disputes with respect to the fee relative to a late cancelation, i.e., a cancelation made within ten days before the date of a scheduled hearing session. Effective Date: The revised fees apply to arbitration cases filed on or after July 6, 2015 Suggested Action. None. FINRA Regulatory Notice 15-20 Qualification Examinations QUALIFICATION EXAMINATIONS RESTRUCTURING: FINRA Requests Comment on a Concept Proposal to Restructure the Representative-Level Qualification Examination Program NASD Rule 1031 (Registration Requirements) NASD Rule 1032 (Categories of Representative Registration) NASD Rule 1070 FINRA is soliciting comment on a concept proposal to restructure the current representative-level qualification examination program into a format consisting of a general knowledge examination and an appropriate specialized knowledge Comment Period Expires: July 27, 2015 None. This Notice solicits comments on a proposed rule. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 18 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member (Qualification Examinations and Waiver of Requirements) examination. FINRA Regulatory Notice 15-19 Employment Registered Representatives Sales Practice Customer Notice RECRUITMENT PRACTICES: FINRA Requests Comment on a Proposed Rule to Require Delivery of an Educational Communication to Customers of a Transferring Representative. FINRA Rule 4512 (Customer Account Information) FINRA is soliciting comment on a proposed amended to FINRA Rule 4512 (Customer Account Information) that would require a firm that hires or associates with a registered representative to provide an educational notice to former retail customers of the representative that are solicited by the firm. Comment Period Expires: July 13, 2015 None. This Notice solicits comments on a proposed rule. FINRA Regulatory Notice 15-18 Arbitration Public and Non-Public Arbitrator DEFINITIONS OF NON-PUBLIC AND PUBLIC ARBITRATOR: SEC Approves Amendments to Arbitration codes to Revise the Definitions of Non-Public and Public Arbitrator FINRA Rule 12100 (Definitions) FINRA Rule 13100 (Definitions) The SEC has approved amendments to FINRA’s arbitration code to revise the definitions of non-public and public arbitrator. Effective Date: June 26, 2015 None. FINRA Regulatory Notice 15-17 Communications with the Public Advertising Regulation COMMUNICATIONS WITH THE PUBLIC: Guidance on Rules Governing Communications with the Public FINRA Rule 2210 (Communications with the Public) FINRA Rule 2310 (Direct Participation Programs) Investment Company Act Rule 34b-1 (Sales Literature Deemed to be Misleading) FINRA has published questions and answers, that supplement previous guidance, on the Advertising Regulation page of the FINRA website. Effective Immediately It is recommended that firms review the new guidance against their existing procedures and practices. FINRA Regulatory Notice Communications with the Public COMMUNICATIONS WITH THE PUBLIC: FINRA Requests Comments on Proposed Amendments to Rules Governing Communications FINRA Rule 2210 (Communications with the Public) FINRA Rule 2213 FINRA is soliciting comment on proposed amendments to FINRA rules governing communications with the public. The proposed amendments would revise the Comment Period Expires: July 2, 2015 None. This Notice solicits comments on a proposed © 2016 Winston & Strawn LLP * Other rules may also apply. Page 19 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member 15-16 Advertising Regulation with the Public (Requirements for the Use of Bond Mutual Fund Volatility Ratings) FINRA Rule 2214 (Requirements for the Use of Investment Analysis Tools) filing requirements in FINRA Rule 2210 and FINRA Rule 2214 and the content and disclosure requirements of FINRA Rule 2213. FINRA Regulatory Notice 15-15 Sanction Guidelines Enforcement Fraud Misrepresentations Suitability SANCTION GUIDELINES: The National Adjudicatory Council (NAC) Revises the Sanction Guidelines Related to Misrepresentations and Suitability Various The revisions to the Sanction Guidelines are intended to reinforce that fraudulent conduct in unacceptable and warrants the imposition of strong sanctions and that adjudicators should “strongly consider” barring an individual engage in intentional or reckless fraud. Effective Immediately None FINRA Regulatory Notice 15-14 Trade Reporting TRACE Fixed Income TRADE REPORTING AND COMPLIANCE ENGINE (TRACE): SEC Approves Amendments to Require Firms to Identify Transactions with Non=Member Affiliates in TRACE Trade Reports FINRA Rule 6700 Series The amendment approval a new contra party type for TRACE reporting consisting specifically of non-member affiliates, as defined in Rule 6710(ee). The amendments also requires firms to use a new indicator to identify certain trades that typically are not economically distinct and, as such would not provide useful pricing information. Specifically, the amendment requires firms to identify trades with non-member affiliates that occur within the same day and at the same price as a trade between the firm and another contra-party in the same security. Implementation Date: November 2, 2015. Members that report to TRACE may need to revise their systems and processes to comply with the newly approved reporting requirements. FINRA Regulatory Fees TRADING ACTIVITY FEE (TAF): FINRA Requests Comment on Section 1 to Schedule A to The Notice requests comment on a proposed exemption to Comment None. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 20 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member Notice 15-13 Trading Activity Fee (TAF) Proprietary Trading Firms Proposed Exemption to the Trading Activity Fee for Proprietary Trading Firms FINRA’s By-Laws (Member Regulatory Fees) exclude from the TAF transactions by a proprietary trading firm on exchanges of which the firm is a member. Period Expires: June 19, 2015 This Notice solicits comments on a proposed exemption to exclude from the TAF transactions by a proprietary trading firm on exchanges of which the firm is a member. FINRA Rule Filings New Rule Filings FINRA Rule Filing 2016-013 (34-77726) Research (Debt) Research Analysts Research Report Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Delay Implementation of FINRA Rule 2242 (Debt Research Analysts and Debt Research Reports) FINRA Rule 2242 (Debt Research Analysts and Debt Research Reports) As approved, the proposal delays the implementation of new FINRA Rule 2242, which regulates the creation and publication of research related to debt. New Implementation Date: July 16, 2016. None. This Notice merely delays the implementation date of a previously approved rule. FINRA Rule Filing 2016-010 (34-77635) Alternative Trading Systems (ATS) Equity Securities NMS Stocks OATS Reporting Notice of Designation of Longer Period for Commission Action to Adopt FINRA Rule 4554 (Alternative Trading Systems – Recoding and Reporting Requirements of Order and Execution Information for NMS Stocks) Proposed FINRA Rule 4554 (Alternative Trading Systems – Recoding and Reporting Requirements of Order and Execution Information for NMS Stocks) The proposed rule change would require ATSs to report additional ATS-specific data elements in existing OATS reports for orders in NMS stocks. Comment Period Expires: June 3, 2016. None. This Notice is informational only and for the purpose of soliciting comments on the proposed rule change. FINRA Rule Filing 2015-054 (34-77581) Capital Acquisition Brokers Notice of Filing of Partial Amendment No. 1 to Proposed Rule Change to Adopt FINRA Capital Acquisition Broker Rules The proposed rule would institute a new rule set referred to as the Capital Acquisition Rules. The proposed rule would create a separate rule set that would apply to members that meet the definition of “capital acquisition broker” and elect to be governed under the capital acquisition rule set. Amendment No. 1 clarifies that Comment Period Expires: May 6, 2016. None. This Notice is informational only and for the purpose of soliciting comments. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 21 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member the term “capital acquisition broker” does not include any broker or dealer that effects securities transactions that would require the broker or dealer to report the transactions under FINRA Rules 6300 Series, 6400 Series, 6500 Series, 6600 Series, 6700 Series, 7300 Series or 7400 Series. FINRA Rule Filing 2015-036 (34-77579) Margin Requirements TBA Notice of Filing of Amendment No. 2 and Designation of a Longer Period to Determine Whether to Approve or Disapprove a Proposed Rule Change to Amend FINRA Rule 4210 (Margin Requirements) to Establish Margin Requirements for the TBA Market, as Modified by Amendment Nos. 1 and 2 FINRA Rule 4210 (Margin Requirements The proposed rule change would establish margin requirements for TBAs. Comment Period Expires: May 2, 2016 None. This Notice is informational only and for the purpose of soliciting comments on Amendment Nos. 1 and 2 to institute proceedings to determine whether to approve or disapprove the proposal. FINRA Rule Filing 2016-005 (34-77565) Computer Clocks NMS Securities OTC Securities Order Approving a Proposed Rule Change to Reduce the Synchronization Tolerance for Computer Clocks that are Used to Record Events in NMS Securities and OTC Securities OATS Technical Specifications The proposal would reduce the drift tolerance for computer clocks that record events in covered securities from one second to 50 milliseconds. Effective Date: FINRA will announce the effective date in a Regulatory notice to be published no later than 90 days following approval. Implementation Date: Firms with systems that capture time in milliseconds must comply with the new Firms should consider whether system changes are necessarily to comply with the announced standard. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 22 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member standard within six months of the effective date; firms that do not have such systems must comply within 18 months of the effective date. FINRA Rule Filing 2016-007 (34-77551) Algorithmic Trading Strategies Qualification Examinations Securities Traders Order Approving a Proposed Rule Change to Require Registration as Securities Traders of Associated Persons Primarily Responsible for the Design, Development, Significant Modification of Algorithmic Trading Strategies or Responsible for the Day-toDay Supervision of Such Activities NASD Rule 1032(f) (Limited Representative – Equity Trader) The proposal would require associated persons responsible for the design, development, significant modification of algorithmic trading strategies or the day to day supervision thereof to be registered as Securities Ttraders. Effective Date: FINRA will announce the effective date in a Regulatory Notice to be published no later than 60 days following SEC approval, with such implementation date to be no sooner than 180 days following publication of such Regulatory Notice but no later than 300 days following Commission approval. Members that use algorithms should consider whether changes are necessary to their policies and procedures. FINRA Rule Filing 2015-029 (34-77550) Supervision Associated Persons Transactions Order Approving Proposed Rule Change to Adopt FINRA Rule 3210 (Accounts at Other Broker-Dealers and Financial Institutions), as Modified by Partial Amendment No. 1 and Partial Amendment No. 2, in Proposed FINRA Rule 3210 (Accounts at Other BrokerDealers and Financial Institutions), The proposed amendment would adopt a new, consolidated rule addressing accounts through which securities transactions can be effected in which an associated person of a member has a beneficial interest Effective Date: To be determined. In light of the differences between newly approved FINRA Rule 3210 and existing NASD Rule 3050, Members should consider whether changes are necessary to their policies © 2016 Winston & Strawn LLP * Other rules may also apply. Page 23 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member the Consolidated FINRA Rulebook. which would replace NASD Rule 3050 (Transactions for or by Associated Persons) that are opened or established at firms other than the firm at which the associated person is associated. Rule 3210.02(a)(-(d) would establish a rebuttable presumption that an associated person has a beneficial interest in accounts held by a listed individual. This presumption could be overcome by demonstrating that the associated person derives no economic benefit from the account and exercises no control over the account. and procedures. FINRA Rule Filing 2016-006 (34-77523) Data Reporting OATs Reporting Order Approving a Proposed Rule Change to Amend FINRA Rule 7410 (Definitions) and 7440 (Recording of Order Information) FINRA Rule 7410 (Recording of Order Information) FINRA Rule 7440 (Recording of Order Information) The proposed amendments require FINRA members to identify on their OATS reports the identify of certain brokerdealers that are not FINRA members when the member has received an order from such a broker-dealer. Effective Date: FINRA will announce the effective date in a Regulatory Notice to be published no later than 60 days following SEC approval, with such implementation date to be no later than 120 days from Commission approval. Members should consider whether changes are necessary to their policies and procedures. FINRA Rule Filing 2016-012 (34-77505) OTC ExchangedTraded Managed Fund Shares (NextShares) FINRA/NASDAQ Trade Reporting Facility (TRF) Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Amend FINRA Rule 6184 (Transactions in ExchangeTraded Managed Fund Shares (“NextShares”)) FINRA Rule 6184 (Transactions in Exchange-Traded Managed Fund Shares(“Next Shares”)) The proposal amends FINRA Rule 6184 to provide that the FINRA/Nasdaq Trade Reporting Facility will make available to market participants a daily file with the final trade price for each over-the-counter transaction in Effective Date: On or about April 4, 2016. None © 2016 Winston & Strawn LLP * Other rules may also apply. Page 24 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member NextShares. NextShares are exchangedtraded managed fund shares that are listed on Nasdaq. NextShares trade in the secondary market using a trading protocol called NAVBased Trading, whereby bids, offers and execution prices are expressed as a premium or discount to the fund’s nextdetermined net asset value per share. Previously Reported Rule Filings FINRA Rule Filing 2015-056 (34-77465) Government Entities Solicitation Distribution Pay to Play Order Instituting Proceedings to Determine Whether to Approve or Disapprove Proposed Rule Change to Adopt FINRA Rule 2030 and FINRA Rule 4580 to Establish “Pay-To-Play” and Related Rules The proposal would adopt FINRA Rule 2030 (Engaging in Distribution and Solicitation Activities with Government Entitles) and FINRA Rule 4580 (Books and Records Requirements for Government Distribution and Solicitation Activities). The proposal would establish pay to play provision for member firms that engage on behalf of investment advisers in distribution or solicitation activities for compensation with government entities. Comment Period Expires: April 25, 2016. The proposal would adopt FINRA Rule 2030 (Engaging in Distribution and Solicitation Activities with Government Entitles) and FINRA Rule 4580 (Books and Records Requirements for Government Distribution and Solicitation Activities). FINRA Rule Filing 2015-057 (34-77430) Communication Former Customers Member Recruitment Practices Account Transfers Order Approving Proposed Rule Change to Adopt FINRA Rule 2273 (Educational Communication Related to Recruitment Practices and Account Transfers) The proposal would adopt FINRA Rule 2273 (Educational Communication Related to Recruitment Practices and Account The proposal would require a firm that attempts to contact former customers of a new representative to provide the former customer with an educational communication that highlights key considerations in transferring assets to the new firm and the direct and indirect Effective Date: To be determined. Members should consider whether changes are necessary to their policies and procedures. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 25 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member Transfers) impact of such transfer. FINRA Rule Filing 2016-011 (34-77404) TRACE Fixed Income Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Modify the Dissemination Protocols for TRACE-Eligible Securities None The proposed rule would modify the dissemination protocols for TRACE-Eligible Securities to disseminate a new alternative trading system contra-party type and ATS indicator. Immediately Effective None FINRA Rule Filing 2015-054 (34-77391) Capital Acquisition Brokers Order Instituting Proceedings to Determine Whether to Approve or Disapprove Proposed Rule Change to Adopt FINRA Capital Acquisition Broker Rules The proposed rule would institute a new rule set referred to as the Capital Acquisition Rules. The proposed rule would create a separate rule set that would apply to members that meet the definition of “capital acquisition broker” and elect to be governed under the capital acquisition rule set. The term “capital acquisition broker” would mean any broker that solely engages in any one or more of the following activities:  advising an issuer, including a private fund, concerning its securities offerings or other capital raising activities;  advising a company regarding its purchase or sale of a business or assets or regarding its corporate restructuring, including a goingprivate transaction, divestiture or merger;  advising a company regarding its selection of an investment banker;  assisting in the preparation of offering Comment Period Expires: April 13, 2016. None. The order merely announces a longer period for Commission consideration on the underlying rule proposal. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 26 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member materials on behalf of an issuer;  providing fairness opinions, valuation services, expert testimony, litigation support, and negotiation and structuring services;  qualifying, identifying, soliciting, or acting as a placement agent or finder with respect to institutional investors in connection with purchases or sales of unregistered securities; and  effecting securities transactions solely in connection with the transfer of ownership and control of a privately-held company through the purchase, sale, exchange, issuance, repurchase, or redemption of, or a business combination involving, securities or assets of the company, to a buyer that will actively operate the company or the business conducted with the assets of the company, in accordance with the terms and conditions of an SEC rule, release, interpretation or “noaction” letter that permits a person to engage in such © 2016 Winston & Strawn LLP * Other rules may also apply. Page 27 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member activities without having to register as a broker or dealer pursuant to Section 15(b) of the Exchange Act.3 FINRA Rule Filing 2016-010 (34-77269) Alternative Trading Systems (ATS) Equity Securities NMS Stocks OATS Reporting Notice of Filing of a Proposed Rule Change to Adopt FINRA Rule 4554 (Alternative Trading Systems – Recoding and Reporting Requirements of Order and Execution Information for NMS Stocks) Proposed FINRA Rule 4554 (Alternative Trading Systems – Recoding and Reporting Requirements of Order and Execution Information for NMS Stocks) The proposed rule change would require ATS to report additional ATS-specific data elements in existing OATS reports for orders in NMS stocks. Comment Period Expires: March 28, 2016. None. This Notice is informational only and for the purpose of soliciting comments on the proposed rule change. FINRA Rule Filing 2016-009 (34-77243) Fees FINRA/NASDAQ Trade Reporting Facility Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Amend Rule 7620A Relating to FINRA/Nasdaq Trade Reporting Facility Fees FINRA Rule 7620A (FINRA/NASDAQ Trade Reporting Facility Reporting Fees) The rule change amends certain fees applicable to members that use the FINRA/Nasdaq Trade Reporting Facility. Immediately Effective None FINRA Rule Filing 2015-047 (34-77218) Trading Regulation NMS Tick Size Notice of Filing of Partial Amendment No. 1 and Order Granting Accelerated Approval to a Proposed Rule Change to Adopt FINRA Rule 6191(a) to Implement the Quoting and Trading Requirements of the Regulation NMS Plan to Implement a Tick Size Pilot Program Proposed FINRA Rule 6191 As approved, the proposal adopt s FINRA Rule 6191(a) to Implement certain quoting and trading requirements of the Regulation NMS Plan to Implement a Tick Size Pilot.Program Implementation Date: To be announced. Firms that will be required to implement the approved quoting and trading requirements should consider whether changes are necessary to their policies and procedures and systems. FINRA Rule Filing 2016-007 (34-77175) Algorithmic Trading Strategies Qualification Examinations Notice of Filing of a Proposed Rule Change to Require Registration as Securities Traders of Associated Persons Primarily Responsible for the Design, Development NASD Rule 1032(f) (Limited Representative – Equity Trader) The proposal would require persons primarily responsible for the design, development or significant modification of algorithmic trading strategies (or responsible for the day-to-day Comment Period Expires: March 16, 2016 None. This Notice is informational only and for the purpose of soliciting comments on the © 2016 Winston & Strawn LLP * Other rules may also apply. Page 28 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member Securities Traders or Significant modification of Algorithmic Trading Strategies supervision or direction of such activities) be required to register as Securities Traders with FINRA. proposed rule change. FINRA Rule Filing 2016-006 (34-77180) Data Reporting OATs Reporting Notice of Filing of a Proposed Rule Change to Amend FINRA Rules 7410 (Definitions) and 7440 (Recording of Order Information) FINRA Rule 7410 (Recording of Order Information) FINRA Rule 7440 (Recording of Order Information) The proposed amendments would require FINRA members to identify on their OATS reports the identify of certain brokerdealers that are not FINRA members when the member has received an order from such a broker-dealer. Comment Period Expires: March 17, 2016. None. This Notice is informational only and for the purpose of soliciting comments on the proposed rule change. FINRA Rule Filing 2016-005 (34-77196 Computer Clocks Notice of Filing of a Proposed Rule Change to Reduce the Synchronization Tolerance for Computer Clocks that are Used to Record Events in NMS Securities and OTC Securities OATS Technical Specifications The proposal would reduce the drift tolerance for computer clocks that record events in covered securities from one second to 50 milliseconds. Comment Period Expires: March 17, 2016 None. This Notice is informational only and for the purpose of soliciting comments on the proposed rule change. FINRA Rule Filing 2016-004 (34-77212 Internal FINRA Administration Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Adopt FINRA Rule 0151 (Coordination with the MSRB) and Amend FINRA Rule 0150 ((Application of Rules to Exempted Securities Except Municipal Securities) FINRA Rule 0150 (Application of Rules to Exempted Securities Except Municipal Securities) FINRA Rule 0151 (Coordination with the MSRB) As approved, the proposal addresses coordination between FINRA and the MSRB to comply with statutory requirements set forth in the Dodd –Frank Act. Implementation Date: Immediately Effective None. This Notice is informational only and for the purpose of soliciting comments on the proposed rule change. FINRA Rule Filing 2015-048 (34-77164) Data Reporting Trade Reporting Trading Centers OATs Reporting Pilot Notice of Filing of Partial Amendment No. 1 and Order Granting Accelerated Approval to a Proposed Rule Change, as Modified by Partial Amendment No. 1, to Adopt FINRA Rule 6191(b) and Amend FINRA Rule 7440 to Implement the Data Collection requirements of the Plan to Proposed FINRA Rule 6191(b) FINRA Rule 7440 (Recording of Order Information) As approved, the proposal requires member firms that operate Trading Centers (as defined at Regulation NMS) to record and report additional information for orders involving Pilot Securities and Pre-Pilot Data Collection Securities. Implementation Date: To be determined. Firms that will be required to report additional information under the approved rule proposal should consider whether changes are necessary to their policies and procedures and systems. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 29 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member Implement a Tick Size Pilot Program FINRA Rule Filing 2016-008 (34-77158) Research (Debt) Research Analysts Research Report Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Delay the implementation Date of FINRA Rule 2242 (Debt Research Analysts and Debt Research Reports) FINRA Rule 2242 (Debt Research Analysts and Debt Research Reports) As approved, the proposal delays the implementation of new FINRA Rule 2242, which regulates the creation and publication of research related to debt. Implementation Date: April 22, 2016 Firms that publish research related to debt should review and implement necessary changes to their debt research programs prior to the April 22, 2016 implementation date.. FINRA Rule Filing 2015-029 (34-77103) Supervision Associated Persons Transactions Notice of Designation of Longer Period for Commission Action on Proceedings to Determine Whether to Approve or Disapprove a Proposed Rule Change to Adopt FINRA Rule 3210 (Accounts at Other Broker-Dealers and Financial Institutions), as Modified by Partial Amendment No. 1, in the Consolidated FINRA Rulebook Proposed FINRA Rule 3210 NASD Rule 3050 (Transactions for or by Associated Persons) The proposed amendment would adopt a new, consolidated rule addressing accounts opened or established by associated persons of members at firms other than the firm at which they are associated. Extended Date for Commission Action: April 8, 2016 None. The order merely announces a longer period for Commission consideration on the underlying rule proposal. FINRA Rule Filing 2015-059 (34-77098) FINANCIAL Reporting FOCUS Reports Derivatives and Other Off-Balance Sheet Items Schedule Order Approving a Proposed Rule Change to Amend the Derivatives and Other OffBalance Sheet Items Schedule Pursuant to FINRA Rule 4524 (Supplemental FOCUS Information) FINRA Rule 4524 (Supplemental FOCUS Information) The Order approves amendments to FINRA Rule 4524 that require certain noncarrying/non-clearing firms that have significant amounts of offbalance sheet obligations to file the Derivatives and Other OffBalance Sheet Items Schedule (“OBS”) with their FOCUS report. Implementation Date: To be announced. Affected members may want to consider whether changes are necessary to their policies and procedures. FINRA Rule Filing 2016-003 (34-77015) Trade Reporting Trace Fixed Income Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Extend the Implementation Date of the “NoRemuneration” Indicator FINRA Rule 6730 (Transaction Reporting) The rule change extends the implementation date of recent amendment to FINRA Rule 6730 that require use of a “NoRemuneration” indicator to identify transactions for which a commission or mark-up/markThe rule change extends the implementation date from May 23, 2016 to July Members that report to TRACE will need to comply with the rule change as of the newly extended effective date. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 30 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member down is not reflected in a TRACE trade report. 18, 2016. FINRA Rule Filing 2015-040 (34-76970) Funding Portals Notice of Amendment No. 1 and Order Granting Accelerated Approval to a Proposed Rule Change, as Modified by Amendment No. 1, to Adopt the Funding Portal Rules and Related Forms and Rule 4518 FINRA Funding Portal Rules The Order approves the establishment of Funding Portal Rules, which implement the requirement of Section 3(h)(1)(B) of the Exchange Act and Regulation Crowdfunding that funding portals are required to become members o f a national securities association. Implementation Date: January 29, 2016 The Funding Portal Rules apply to funding portals and not to broker-dealer members of FINRA. FINRA Rule Filing 2016-002 (34-76931) Alternative Trading Systems (ATS) Equity Securities Volume and Trade Count Information Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to Alternative Trading System Volume and Trading Information FINRA Rule 4552 (Alternate Trading Systems – Trading Information for Securities Executed Within the Alternative Trading System) FINRA Rule 6110 (Trading Otherwise than on an Exchange) FINRA Rule 6183 (Exemption from Trade Reporting Obligations for Certain Alternative Trading Systems) FINRA Rule 6610 (General) FINRA Rule 6625 (Withdrawal of Quotations) FINRA is proposing to (i) delete from FINRA Rule 4552, which requires each alternative trading system (“ATS”) that has filed a Form ATS with the SEC to report to FINRA weekly volume information and number of trades regarding equity securities transactions within the ATS; (ii) amend Rules 6110 and 6610 to add provisions regarding FINRA’s publication of ATS volume and trade count information for equity securities, including information similar to what is currently reported by ATSs pursuant to FINRA Rule 4552 as well as information regarding ATS block transactions; and (iii) amend FINRA Rule 6183 and FINRA Rule 6625 to require ATSs seeking an exemption from FINRA trade reporting rules to provide FINRA with a link to a publicly-available website that displays their weekly equity volume information in a format substantially similar to that used by FINRA. Implementation Date: Immediately ATS’s are no longer required to report weekly volume information and equity trade information pursuant to FINRA Rule 4552. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 31 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member FINRA Rule Filing 2015-036 (34-76908) Margin Requirements TBA Order Instituting Proceedings to Determine Whether to Approve or Disapprove Proposed Rule Change to Amend FINRA Rule 4210 (Margin Requirements) to Establish Margin Requirements for the TBA Market, as Modified by Partial Amendment No. 1 FINRA Rule 4210 (Margin Requirements The proposed rule change would establish margin requirements for TBAs. Comment Period Expires: February 11, 2016, provided rebuttal comments should be submitted by march 7, 2016 None. This Notice is informational only and for the purpose of soliciting comments on Partial Amendment No. 1 and to institute proceedings to determine whether to approve or disapprove the proposal. FINRA Rule Filing 2015-047 (34-76855) Trading Regulation NMS Tick Size Notice of Filing of a Proposed Rule Change to Adopt FINRA Rule 6191(a) to Implement the Quoting and Trading Requirements of the Regulation NMS Plan to Implement a Tick Size Pilot Program Proposed FINRA Rule 6191 The proposed rule filing would implement a tick size pilot program for certain NMS securities having market capitalizations of $3 billion or less, an average daily trading volume of one million shares or less and a volume weighted average price of at least $2.00 per trading day. Extended Date for Commission Action: February 23, 2016 None This Notice is informational only. FINRA Rule Filing 2015-048 (34-76854) Data Reporting Trade Reporting Trading Centers OATs Reporting Pilot Notice of Designation of Longer Period for Commission Action on a Proposed Rule Change to Establish Rules to Adopt FINRA Rule 6191(b) and Amend FINRA Rule 7440 to Implement the Data Collection requirements of the Plan to Implement a Tick Size Pilot Program Proposed FINRA Rule 6191 The proposed rule filing would implement a tick size pilot program for certain NMS securities having market capitalizations of $3 billion or less, an average daily trading volume of one million shares or less and a volume weighted average price of at least $2.00 per trading day. Extended Date for Commission Action: February 23, 2016 None This Notice is informational only. FINRA Rule Filing 2016-001 (34-76850) Security-Based Swaps Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Extend the Expiration Date of FINRA Rule 0180 (Application of Rules to Security-Based Swaps) FINRA Rule 0180 The rule change extends the expiration date of FINRA Rule 0180 to February 11, 1017. FINRA Rule 0180 temporarily limits, with certain exceptions, the application of FINRA rules with certain exceptions, to securityImplementation Date: Immediately Suggested Action. None © 2016 Winston & Strawn LLP * Other rules may also apply. Page 32 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member based swaps. FINRA Rule Filing 2015-059 (34-76813) FINANCIAL Reporting FOCUS Reports Derivatives and Other Off-Balance Sheet Items Schedule Notice of Filing of a Proposed Rule Change to Amend the Derivatives and Other OffBalance Sheet Items Schedule Pursuant to FINRA Rule 4524 (Supplemental FOCUS Information) FINRA Rule 4524 (Supplemental FOCUS Information) The rule proposal would require certain non-carrying/non-clearing firms that have significant amounts of off-balance sheet obligations to file the Derivatives and Other Off-Balance Sheet Items Schedule (“OBS”) with their FOCUS report. Comment Period Expires: January 28, 2016 (21 days from publication in the Federal Register) None This Notice is informational only and for the purpose of soliciting comments on the proposal. FINRA Rule Filing 2015-058 (34-76812) Registration Series 9/10 General Securities Sales Supervisor Content Outline Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to the Series 9/10 Examination Program NASD Rule 1022(g) (General Securities Principal) The rule change announces that FINRA has filed changes to the content outline for the General Securities Sales Supervisor (Series 9/10) Examination Program Immediately None FINRA Rule Filing 2015-056 (34-76767) Government Entities Solicitation Distribution Pay to Play Notice of Filing of a Proposed Rule Change to Adopt FINRA Rule 2030 and FINRA Rule 4580 to Establish “Pay-ToPlay” and Related Rules The proposal would adopt FINRA Rule 2030 (Engaging in Distribution and Solicitation Activities with Government Entitles) and FINRA Rule 4580 (Books and Records Requirements for Government Distribution and Solicitation Activities). The proposal would establish pay to play provision for member firms that engage on behalf of investment advisers in distribution or solicitation activities for compensation with government entities. Comment Period Expires: January 20, 2016 (21 days from publication in the Federal Register) None This Notice is informational only and for the purpose of soliciting comments on the proposal. FINRA Rule Filing 2015-057 Communication Former Customers Notice of Filing of a Proposed Rule Change to Adopt FINRA Rule 2273 (Educational Communication Related to The proposal would adopt FINRA Rule 2273 (Educational The proposal would require a firm that attempts to contact former customers of a new representative to provide the Comment Period Expires: January 20, None This Notice is informational only and for © 2016 Winston & Strawn LLP * Other rules may also apply. Page 33 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member (34-76757) Recruitment Practices and Account Transfers) Communication Related to Recruitment Practices and Account Transfers) former customer with an educational communication that highlights key considerations in transferring assets to the new firm and the direct and indirect impact of such transfer. 2016 (21 days from publication in the Federal Register) the purpose of soliciting comments on the proposal. FINRA Rule Filing 2015-055 (34-76677) Trade Reporting TRACE Fixed Income Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Provide FINRA with Authority to Grant Exemptions from TRACE Reporting Requirements for Certain ATS Transactions The proposal would create new FINRA Rule 6732 The proposal would adopt new FINRA Rule 6732 to provide FINRA with authority to exempt certain transactions by an ATS from the transaction reporting obligations of FINRA Rule 6730. Immediately Effective None FINRA Rule Filing 2015-054 (34-76675) Capital Acquisition Brokers Notice of Filing a Proposed Rule Change to Adopt Capital Acquisition Broker Rules The proposed rule would institute a new rule set referred to as the Capital Acquisition Rules. The proposed rule would create a separate rule set that would apply to members that meet the definition of “capital acquisition broker” and elect to be governed under the capital acquisition rule set. The term “capital acquisition broker” would mean any broker that solely engages in any one or more of the following activities:  advising an issuer, including a private fund, concerning its securities offerings or other capital raising activities;  advising a company regarding its purchase or sale of a business or assets or regarding its corporate restructuring, including a goingprivate transaction, Comment Period Expires: February 6, 2016 (45 days from publication in the Federal Register) None This Notice is informational only and for the purpose of soliciting comments on the proposal. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 34 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member divestiture or merger;  advising a company regarding its selection of an investment banker;  assisting in the preparation of offering materials on behalf of an issuer;  providing fairness opinions, valuation services, expert testimony, litigation support, and negotiation and structuring services;  qualifying, identifying, soliciting, or acting as a placement agent or finder with respect to institutional investors in connection with purchases or sales of unregistered securities; and  effecting securities transactions solely in connection with the transfer of ownership and control of a privately-held company through the purchase, sale, exchange, issuance, repurchase, or redemption of, or a business combination involving, securities or assets of the company, to a buyer that will actively operate the company or the business conducted with the assets of the company, in © 2016 Winston & Strawn LLP * Other rules may also apply. Page 35 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member accordance with the terms and conditions of an SEC rule, release, interpretation or “noaction” letter that permits a person to engage in such activities without having to register as a broker or dealer pursuant to Section 15(b) of the Exchange Act.3 FINRA Rule Filing 2015-034 (34-76670) Internal FINRA Administration Order Approving a Proposed Rule Change to Merge FINRA Dispute Resolution, Inc. into and with FINRA Regulation, Inc. None The order approves the merger of FINRA Dispute Resolution, Inc. into and with FINRA Regulation, Inc. Implementation Date: To be announced. None FINRA Rule Filing 2015-052 (34-76650) Qualification Examinations Securities Futures General Securities Representative Limited Representative – Options and Securities Futures Limited Principal – Registered Options and Securities Futures Limited Principal – General Securities Sales Supervisor Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Amend Rule to Amend NASD Rule 1022 (Categories of Principal Registration) and 1032 (Categories of Representative Registration) NASD Rule 1022 (Categories of Principal Registration) NASD Rule 1032) (Categories of Representative Registration) As FINRA has decided at the present time that it will not be implementing a Securities Futures examination, the approved rule change removes reverences in the registration requirements to a deadline for completing a securities future based firm element continuing education program that references the implementation of such an examination. Immediately Effective None FINRA Rule Filing 2015-033 (34-76639) Government Securities Mark Ups and Commissions Order Approving a Proposed Rule Change to Amend FINRA Rule 0150 to Apply FINRA Rule 2121 and its Supplementary material .01 and .02 to Transactions in FINRA Rule 0150 (Application of Rules to Exempted Securities Except Municipal The order applies FINRA’s mark up/commission policy of FINRA Rule 2121 to government securities. Implementation Date: To be announced. Members should ensure their practices and policies and procedures are consistent with the rule change. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 36 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member Exempted Securities That are Government Securities Securities) FINRA Rule 2121 (Fair Prices and Commissions) FINRA Rule Filing 2015-053 (34-76556) Fees FINRA/NASDAQ Trade Reporting Facility Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Amend Rule 7620A Relating to FINRA/Nasdaq Trade Reporting Facility Fees FINRA Rule 7620A (FINRA/NASDAQ Trade Reporting Facility Reporting Fees) The rule change amends certain fees applicable to members that use the FINRA/Nasdaq Trade Reporting Facility. Immediately Effective None FINRA Rule Filing 2015-050 (34-76532) Fees FINRA/NASDAQ Trade Reporting Facility Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Amend Rule 7620A Relating to FINRA/Nasdaq Trade Reporting Facility Fees FINRA Rule 7620A (FINRA/NASDAQ Trade Reporting Facility Reporting Fees) The rule change provides for an alternative monthly fee cap with respect to use of the FINRA/Nasdaq Trade Reporting Facility. Immediately Effective None FINRA Rule Filing 2015-051 (34-76519) OTC Equity Securities Minimum Quotation Size Requirements Pilot Notice of Filing of a Proposed Rule Change to Extend the Tier Size Pilot of FINRA Rule 6433 (Minimum Quotation Size Requirements for OTC Equity Securities) FINRA Rule 6433 (Minimum Quotation Size Requirements for OTC Equity Securities) The Order extends the expiration date of the Tier Size Pilot set forth in FINRA Rule 6433 from December 11, 2015 to June 10, 2016. The Pilot establishes certain minimum quotation sizes for member established quotations. Implementation Date: Immediately None The filing merely extends a current requirement an additional four months until December 11, 2015. FINRA Rule Filing 2015-048 (34-76484) Data Reporting Trade Reporting Trading Centers OATs Reporting Pilot Notice of Filing of a Proposed Rule Change to Adopt FINRA Rule 6191(b) and Amend FINRA Rule 7440 to Implement the Data Collection requirements of the Regulation NMS Plan to Implement a Tick Size Pilot Program Proposed FINRA Rule 6191(b) FINRA Rule 7440 (Recording of Order Information) The proposed rule would require member firms that operate Trading Centers (as defined at Regulation NMS to record and report additional information for orders involving Pilot Securities and Pre-Pilot Data Collection Securities. Comment Period Expires: 21 days from publication in the Federal Register None This Notice is informational only and for the purpose of soliciting comments on the proposal. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 37 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member FINRA Rule Filing 2015-047 (34-76483) Trading Regulation NMS Tick Size Notice of Filing of a Proposed Rule Change to Adopt FINRA Rule 6191(a) to Implement the Quoting and Trading Requirements of the Regulation NMS Plan to Implement a Tick Size Pilot Program Proposed FINRA Rule 6191 The proposed rule filing would implement a tick size pilot program for certain NMS securities having market capitalizations of $3 billion or less, an average daily trading volume of one million shares or less and a volume weighted average price of at least $2.00 per trading day. Comment Period Expires: 21 days from publication in the Federal Register None This Notice is informational only and for the purpose of soliciting comments on the proposal. FINRA Rule Filing 2015-034 (34-76444) Internal FINRA Administration Notice of Designation of Longer Period for Commission Action on a Proposed Rule Change to merge FINRA Dispute Resolution, Inc. into and with FINRA Regulation, Inc. None The proposal would merge FINRA Dispute Resolution, Inc. into and with FINRA Regulation, Inc. Extended Date for Commission Action: January 11, 2016 None This Notice is informational only and for the purpose of soliciting comments on the proposal. FINRA Rule Filing 2015-029 (34-76430) Supervision Associated Persons Transactions Order Instituting Proceedings to Determine Whether to Disapprove Proposed rule Change to Adopt FINRA Rule 3210 (Accounts at Other Broker-Dealers and Financial Institutions), as Modified by Partial Amendment No. 1, in the Consolidated FINRA Rulebook Proposed FINRA Rule 3210 NASD Rule 3050 (Transactions for or by Associated Persons) The proposed amendment would adopt a new, consolidated rule addressing accounts opened or established by associated persons of members at firms other than the firm at which they are associated. Comment Period Expires: 45 days from publication in the Federal Register. None. This Notice is informational only and for the purpose of soliciting comments on Partial Amendment No. 1 and to institute proceedings to determine whether to approve or disapprove the proposal. FINRA Rule Filing 2015-044 (34-76391) Fees Qualification Examination Fees Securities Trader Qualification Examination Series 57 Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Establish an Examination Fee for the Securities Trader Qualification Examination (Series 57) Section 4 to Schedule A to FINRA’s By-Laws (Fees) The rule filing establishes a fee for the new Securities Trader (Series 57) qualification examination Implementation Date: January 4, 2016 None © 2016 Winston & Strawn LLP * Other rules may also apply. Page 38 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member FINRA Rule Filing 2015-045 (34-76385) Fees FINRA/Nasdaq TRF Nasdaq Last Sale Plus data feed Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Amend FINRA Rule 7640A (Data Products Offered by Nasdaq) FINRA Rule 7640A (Data Products Offered by Nasdaq) The rule filing amends FINRA Rule 7640A to identify the Nasdaq Last Sale Plus data feed, as a data product that uses FINRA/Nasdaq TRF data and is offered by Nasdaq pursuant to Nasdaq rules. Rule 7640A codifies the contractual arrangement between FINRA and NADAQ with respect to the permissible use of FINRA/Nasdaq TRF data and further provides that fees for data listed under paragraph (c) of that rule are charged by Nasdaq under Nasdaq rules. Effective Date: Immediately None FINRA Rule Filing 2015-046 (34-76360) Business Continuity Disaster Recovery Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to Mandatory Participation in Business Continuity and Disaster Recovery Testing Under Regulation SCI FINRA Rule 4380 (Mandatory Participation in FINRA BC/DR Testing Under Regulation SCI) The rule change authorizes FINRA to designate firms that must participate in FINRA’s business continuity/disaster recovery testing under Regulation SCI. Effective Date: November 3, 2015 None FINRA Rule Filing 2015-032 (34-76359) Form U5 BrokerCheck Order Approving a Proposed Rule Change to Amend Rule 8312 (FINRA BrokerCheck Disclosure to Reduce the Waiting Period for the Release of Information Reported on Form U5 FINRA Rule 8312 (BrokerCheck Disclosure) The approved rule change reduces the waiting period for the disclosure on BrokerCheck of information reported on Form U5 from 15 to three days. Implementation Date: December 12, 2015 None FINRA Rule Filing 2015-040 (34-76239) Funding Portals Notice of Filing of a Proposed Rule to Adopt Funding Portal Rules and Related Forms and FINRA Rule 4518 Proposed FINRA Funding Portal Rules The proposed rule change would establish Funding Portal Rules. Comment Period Expires: 21 days from publication in the Federal Register. None © 2016 Winston & Strawn LLP * Other rules may also apply. Page 39 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member FINRA Rule Filing 2015-041 (34-76238) Fees Funding Portals Notice of Filing and Immediate Effectiveness of a Proposed Rule to Establish Fees for Funding Portals Section 15 to Schedule A to FINRA’s By-Laws (Fees) The rule change imposes a fees on funding portal members. Effective Date: Immediately None FINRA Rule Filing 2015-043 (34-76219) Trade Reporting OTC ExchangedTraded Managed Fund Shares (NextShares) NASDAQ FINRA/NASDAQ Trade Reporting Facility (TRF) Alternative Display Facility (ADF) Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to the Reporting of OTC Transactions in Exchange-Traded Managed Fund Shares (NextShares) to FINRA New FINRA Rule 6184 (Transactions in Exchange-Traded Managed Fund Shares(“Next Shares”)) NextShares are exchangedtraded managed fund shares that were recently approved for listing on Nasdaq. NextShares will trade in the secondary market using a new trading protocol called NAV-Based Trading, whereby bids, offers and execution prices are expressed as a premium or discount to the fund’s nextdetermined net asset value per share. Proposed Rule 6184 is meant to respond to the unique nature of NAV-Based Trading and sets forth specific trade reporting requirements for OTC transactions in NextShares. Effective Date: The current NextShare Implementation date is February 1, 2016. Members that intend to trade NextShares directly, that is, in a manner that that will require them to comply with trade reporting obligations, report to may need to revise their systems and processes to comply with the newly approved reporting requirements. FINRA Rule Filing 2015-039 (34-76190) Registration Series 28 Introducing BrokerDealer Financial and Operations Principal Content Outline Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to the Series 28 Examination Program NASD Rule 1022(a) (General Securities Principal) The rule change announces that FINRA has filed changes to the content outline for the Introducing Broker-Dealer Financial and Operations Principal (Series 28) Examination Program See FINRA Regulatory Notice 15-39. Immediately None FINRA Rule Filing 2015-038 Registration Series 27 Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to the Series 27 NASD Rule 1022(a) (General Securities The rule change announces that FINRA has filed changes to the content outline for the Financial and Operations Principal (Series Immediately None © 2016 Winston & Strawn LLP * Other rules may also apply. Page 40 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member (34-76189) Financial and Operations Principal Content Outline Examination Program Principal) 27) Examination Program See FINRA Regulatory Notice 15-39. FINRA Rule Filing 2015-042 (34-76188) Registration Series 57 Securities Trader Principal Content Outline Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to the New Securities Trader Qualification Examination (Series 57) NASD Rule 1022(a) (General Securities Principal) The rule change announces that FINRA has filed the content outline for the Securities Trader Principal (Series 57) Examination Program Immediately None FINRA Rule Filing 2015-026 (34-76176) Trade Reporting TRACE Fixed Income Notice of Amendment No. 1 and Order Granting Accelerated Approval to a Proposed Rule Change, as Modified by Amendment No. 1, to Require an Indicator When a TRACE Report Does Not Reflect a Commission or Mark-up/Mark-down FINRA Rule 6730 (Transaction Reporting) The rule change requires the use of an indication when a TRACE report does not reflect a commission or mark-up or markdown. Effective Date: To be announced Members that report to TRACE will need to comply with the rule change. FINRA Rule Filing 2015-036 (34-76148) Margin Requirements TBA Notice of Filing of a Proposed Rule to Amend FINRA Rule 4210 (Margin Requirements) to Establish Margin Requirements for the TBA Market FINRA Rule 4210 (Margin Requirements The proposed rule change would establish margin requirements for TBAs. Comment Period Expires: November 10, 2015 None FINRA Rule Filing 2015-037 (34-76121) Trade Reporting NYSE TRACE Fixed Income TRACE-Eligible Securities Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Extend the TRACE Pilot Program in FINRA Rule 6730(e)(4) FINRA Rule 6730 (Transaction Reporting) The rule change extends a pilot program that exempts members from reporting to TRACE transactions in TRACE-Eligible Securities that are executed on a facility of the NYSE and are reported to NYSE and disseminated publicly. The pilot program is extended to October 27, 2017 None FINRA Rule Filing 2015-022 Communication with the Public Order Approving a Proposed Rule Change to Amend Rule 2210 (Communication with the FINRA Rule 2210 (Communications The rule change requires members’ websites to include a readily apparent reference and Effective Date: To be Members should revise their websites in accordance with the rule © 2016 Winston & Strawn LLP * Other rules may also apply. Page 41 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member (34-76105) Website BrokerCheck Public) with the Public) hyperlink to BrokerCheck on the home page and any other webpage that includes a professional profile of one or more registered persons that conduct business with retail investors. announced change. FINRA Rule Filing 2015-034 (34-76082) Internal FINRA Administration Notice of Filing of a Proposed Rule Change to Merge FINRA Dispute Resolution, Inc. into and with FINRA Regulation, Inc. None The proposal would merge FINRA Dispute Resolution, Inc. into and with FINRA Regulation, Inc. Comment Period Expires: November 3, 2015. None FINRA Rule Filing 2015-020 (34-76078 Trade Reporting Alternative Display Facility (“ADF”) Trade Reporting Facilities (“TRFs”) NMS Stocks OTC Equity Securities Order Approving a Proposed Rule, as Amended by Amendment No. 1, to Expand FINRA’s Alternative Trading System Transparency Initiative by Publishing OTC Equity Volume Executed Outside ATSs FINRA Rule 6110 (Trading Otherwise than on an Exchange) FINRA Rule 6610 (General) The approved rule change authorizes FINRA to publish nonATS OTC volume information by member firm and security on a two week basis for NMS stocks in Tier 1 of the NMS Plan to Address Extraordinary Market Volatility and a four week delayed basis for all other NMS stocks and OTC Equity Securities. Effective Date: To be announced None other than the publication of firm trade volume by FINRA FINRA Rule Filing 2015-035 (34-76061) Trade Reporting FINRA Equity Trade Reporting Facilities Equity Over the Counter (OTC) Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to the Submission of “Clearing-Only, NonRegulatory Reports” to the FINRA Equity Trade Reporting Facilities FINRA Rule 7130(g) (Trade Report Input) FINRA Rule 7230A(i)) (Trade Report Input) FINRA Rule 7230B(h) (Trade Report Input) FINRA Rule 7330b(h) (Trade Report Input) The rule change allows a member to submit a clearingonly, non-regulatory report to a FINRA Facility for a previously executed trade from which a tape report has been submitted to the Facility, or for the offsetting portion of a riskless principal or agency transaction for which a non-tape, nonclearing report already has been submitted to the Facility satisfying FINRA regulatory requirements. Immediately None © 2016 Winston & Strawn LLP * Other rules may also apply. Page 42 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member FINRA Rule Filing 2015-033 (34-76059) Government Securities Mark Ups and Commissions Notice of Filing of a Proposed Rule Change to Amend FINRA Rule 0150 to Apply FINRA Rule 212 and its Supplementary material .01 and .02 to Transactions in Exempted Securities That are Government Securities FINRA Rule 0150 (Application of Rules to Exempted Securities Except Municipal Securities) FINRA Rule 2121 (Fair Prices and Commissions) The proposal would apply FINRA’s mark up/commission policy of FINRA Rule 2121 to government securities. Comment Period Expires: October 27, 2015 None FINRA Rule Filing 2015-032 (34-75988) Form U5 BrokerCheck Notice of Filing of a Proposed Rule Change to Amend FINRA Rule 8312 (FINRA BrokerCheck Disclosure) to Reduce the Waiting Period for the release of Information Reported on Form U5 FINRA Rule 8312 (BrokerCheck Disclosure) The rule change would reduce the waiting period for the disclosure on BrokerCheck of information reported on Form U5 from 15 to three days. Comment Period Expires: October 22, 2015 None FINRA Rule Filing 2015-026 (34-75875) Trade Reporting TRACE Fixed Income Notice of Designation of a Longer Period for Commission Action on a Proposed Rule Change to Require an Indicator When a TRACE Report Does Not Reflect a Commission or Marup/Mark-Down FINRA Rule 6730 (Transaction Reporting) The proposed rule change would require an indication when a TRACE report does not reflect a commission or mark-up or mark-down. Date by which the Commission shall take action on the proposal: November 5, 2015 None. The filing merely extends the time available to the SEC to take action on the proposed rule. FINRA Rule Filing 2015-031 (34-75765) Fees Municipal Advisor Representative Examination Series 50 Notice of Filing and Immediate Effectiveness of a Proposed Rule to Establish An Administration and Delivery Fee for the Municipal Advisor Representative Examination (Series “50 examination”) Section 4 to Schedule A to FINRA’s By-Laws (Fees) The approved rule change approves implementation of a $115 fee for delivery of the Municipal Advisor Representative Examination. Immediately None © 2016 Winston & Strawn LLP * Other rules may also apply. Page 43 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member FINRA Rule Filing 2015-017 (34-75783) Qualification Examinations Equity Trader Registration Series 55 Proprietary Trader Series 56 Securities Trader Series 57 Securities Trader Principal Order Approving a Proposed Rule Change to Establish the Securities Trader and Securities Trader Principal Registration Categories NASD Rule 1022(a) (General Securities Principal) NASD Rule 1032(f) (Limited Representative – Equity Trader) The approved rule change replaces the Equity Trader registration category and qualification examination (Series 55) with a new Securities Trader registration category and qualification examination (Series 57) and would establish a Securities Trader Principal registration category. It is expected that the national securities exchanges will replace the Proprietary Trader qualification examination (Series 56) with the new Series 57 examination. Accordingly, the creation of the Series 57 examination is expected to create a uniform examination across FINRA and the exchanges. Effective Date: January 4, 2016 None. An associated person registered as an equity trade on the effective date of the proposed rule change will be grandfathered as a securities trader without having to take any additional examinations. FINRA Rule Filing 2015-25 (34-75782) Trade Reporting TRACE Fixed Income TRACE-Eligible Securities Order Approving Proposed Rule Change to Require Members to Report Transactions in TRACEEligible Securities as soon as Practicable FINRA Rule 6730 (Transaction Reporting) The rule change codifies that members are required to report transactions in TRACE-Eligible Securities subject to dissemination as soon as practicable and must adopt reasonably designed policies and procedures relating to the implementation of systems that commence the trade reporting process at the Time of Execution. Effective Date: To be announced Members that are subject to the TRACE trade reporting rules should consider revising their procedures to reflect the amendments to FINRA Rule 6730. FINRA Rule Filing 2015-030 (34-75757) Supervision Associated Persons Private Securities Transactions Notice of Filing and Immediate Effectiveness of a Proposed Rule to Adopt FINRA Rule 3280 (Private Securities Transactions of an Associated Person ) in the Consolidated FINRA FINRA Rule 3280 (Private Securities Transactions of an Associated Person ) The approved amendment adopts NASD Rule 3040 as FINRA Rule 3280 without any substantive changes. Effective Date: September 21, 2015 While the new rule FINRA Rule 3280 does not make any substantive amendments to existing NASD Rule 3040, members should consider revising their procedures © 2016 Winston & Strawn LLP * Other rules may also apply. Page 44 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member Rulebook to reflect the updated rule references. FINRA Rule Filing 2015-020 (34-75697) Trade Reporting Alternative Display Facility (“ADF”) Trade Reporting Facilities (“TRFs”) NMS Stocks OTC Equity Securities Notice of Designation of a Longer Period for Commission Action on a Proposed Rule Change to Expand FINRA’ s Alternative Trading System (“ATS”) Transparency Initiative to Publish OTC Equity Volume Executed Outside ATSs FINRA Rule 6110 (Trading Otherwise than on an Exchange) FINRA Rule 6610 (General) The notice extends the period of time available to the SEC to take action on the original proposal to October 7, 2015, The underlying matter relates to a proposal by FINRA to publish non-ATS OTC volume information by member firm and security on a two week basis for NMS stocks in Tier 1 of the NMS Plan to Address Extraordinary Market Volatility and a four week delayed basis for all other NMS stocks and OTC Equity Securities. Date by which the Commission shall take action on the proposal: October 7, 2015 None. The filing merely extends the time available to the SEC to take action on the proposed rule. FINRA Rule Filing 2015-029 (34-75655) Supervision Associated Persons Transactions Notice of Filing of a Proposed Rule Change to Adopt FINRA Rule 3210 (Accounts at Other Broker-Dealers and Financial Institutions) in the Consolidated Rule Book Proposed FINRA Rule 3210 NASD Rule 3050 (Transactions for or by Associated Persons) The proposed amendment would adopt a new, consolidated rule addressing accounts opened or established by associated persons of members at firms other than the firm at which they are associated. Comment Period Expires: September 4, 2015 None. This Notice is informational only and for the purpose of soliciting comments on the proposal. FINRA Rule Filing 2015-028 (34-75639) OTC Equity Securities Minimum Quotation Size Requirements Pilot Notice of Filing and Immediate Effectiveness of a Proposed Rule to Expand the Tier Size Pilot of FINRA Rule 6433 (Minimum Quotation Size Requirements for OTC Equity Securities’) FINRA Rule 6433 (Minimum Quotation Size Requirements for OTC Equity Securities) The Order extends the expiration date of the Tier Size Pilot set forth in FINRA Rule 6433 from August 14, 2015 to December 11, 2015. The Pilot establishes certain minimum quotation sizes for member established quotations. Implementation Date: Immediately None The filing merely extends a current requirement an additional four months until December 11, 2015. FINRA Rule Filing 2015-009 (34-75663) Sales Practices Military Personnel Order Approving a Proposed Rule Change to Adopt FINRA Rule 2272 to Govern Sales or Offers of Sales of Securities on the Premises of Any New FINRA Rule 2272 The Order adopts FINRA Rule 2272, which imposes additional notice and other obligations on the sale by members of securities on the premises of any Implementation Date: FINRA has not yet announced Members that engage in sales to customers should update their procedures accordingly. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 45 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member Military Installation to members of the U.S. Armed Forces or their Dependents military installation to members of the U.S. Armed Forces or their dependents. an implementation date. FINRA Rule Filing 2015-019 (34-75639) Enforcement Disciplinary Proceedings Code of Conduct Cease and Desist Orders Order Approving a Proposed Rule Change to Amend FINRA Rules Regarding Temporary and Permanent Cease and Desist Orders FINRA Rule Series 9100 (Application and Purpose) FINRA Rule Series 9200 (Disciplinary Proceedings) FINRA Rule Series 9300 (Review of Disciplinary Proceeding by NAC and FINRA Board; Application for SEC Review) FINRA Rule Series 9550 (Expedited Proceedings) FINRA Rule Series 9800 (Temporary Cease and Desist Orders) The Order amends the relevant rules to make a number of changes that would affect the issuance of cease and desist orders. Immediately None FINRA Rule Filing 2015-026 (34-75588) Trade Reporting TRACE Fixed Income Notice of Filing of a Proposed Rule Change to Require an Indicator When a TRACE Report Does Not Reflect a Commission or Mark-up/MarkFINRA Rule 6730 (Transaction Reporting) The rule change would require an indication when a TRACE report does not reflect a commission or mark-up or mark- down. Comment Period Expires: August 28, 2015 None © 2016 Winston & Strawn LLP * Other rules may also apply. Page 46 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member down FINRA Rule Filing 2015-015 (34-75581) Continuing Education Regulatory Element Web-Based Delivery Fees Order Approving a Proposed Rule Change to Provide a Web-based Delivery Method for Completing the Regulatory element of the Continuing Education Requirements FINRA Rule 1250 (Continuing Education) The SEC has approved amendments to FINRA rules to allow FINRA to implement a webbased delivery method for delivery of the regulatory element of the continuing education requirement, which will be administered through the FINRA CE Online System. This system will be rolled out in two phases. The first will be launched on October 1, 2015 and will include Regulatory Elements S106 (Investment Company and Variable Contracts Representatives), S201 (Registered Principals and Supervisors) and S901 (Operations Professionals). The second phase will be rolled out on January 4, 2016 and will include Regulatory Element S101 (all other registration categories). This web-based system will replace the current use of test centers, which will be phased out no later than six months after January 4, 2016. FINRA is also phasing out in-firm delivery of the Regulatory Element through Pearson VUE in accordance with the two tier phase in schedule above. FINRA is reducing the fee for participants from $100 per session to $55. See FINRA Regulatory Notice 15- 28 above. The first phase in date is October 1, 2015. The second phase in date is January 4, 2016. Test centers will be phased out no later than January 4, 2016. Members should consider if their current continuing education/regulatory element procedures will need to be revised to accommodate this change. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 47 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member FINRA Rule Filing 2015-027 (34-75560) Various but not substantively relevant Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Update Rule CrossReferences and make NonSubstantive Technical Changes to Certain FINRA Rules. Various As approved, the proposal adopts updated rule cross references and non-substantive technical changes to existing rules. Immediately None. This matter is not substantive. FINRA Rule Filing 2014-048 (34-75472) Research (Debt) Research Analysts Research Report Order Approving a Proposed Rule Change, as Modified by Amendment No. 1 Thereto, to Adopt FINRA Rule 2242 (Debt Research Analysts and Debt Research Reports) FINRA Rule 2242 (Debt Research Analysts and Debt Research Reports) As approved, the proposal adopts new FINRA Rule 2242, which regulates the creation and publication of research related to debt. Implementation Date: FINRA will announce the implementation date in a Regulatory Notice to be published no later than 60 days following SEC approval, with such implementation date to be no sooner than 120 days, and no later than 180 days, thereafter. Firms that publish research related to debt should review and begin to implement necessary changes to their debt research programs. FINRA Rule Filing 2015-047 (34-75471) Research Research Analysts Research Reports Order Approving a Proposed Rule Change, as Modified by Amendment No. 1 Thereto, to Adopt FINRA Rule 2241 (Research Analysts and Research Reports in the Consolidated FINRA Rulebook FINRA Rule 2241 (Transaction Reporting) As approved, the proposal adopts NASD Rule 2711 (Research Analysts and Research Reports), with several modifications as FINRA Rule 2241. The proposal also amends NASD Rule 1050 (Registration of Research Analysts) to create an exception from the research Implementation Date: FINRA has not yet announced an implementation date. Firms that publish securities related research should review and begin to implement necessary changes to their debt research programs. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 48 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member analyst qualification requirements. FINRA Rule Filing 2015-025 (34-75428) Trade Reporting TRACE Fixed Income TRACE-Eligible Securities Notice of Filing of a Proposed Rule Change to Amend FINRA Rule 6730 (Transaction Reporting) to Require Members to Report Transactions in TRACEEligible Securities As Soon As Practicable FINRA Rule 6730 (Transaction Reporting) The rule change would codify that members are required to report transactions in TRACEEligible Securities subject to dissemination as soon as practicable. Comment Period Expires: August 6, 2015 None FINRA Rule Filing 2015-017 (34-75394) Qualification Examinations Equity Trader Registration Series 55 Proprietary Trader Series 56 Securities Trader Series 57 Securities Trader Principal Notice of Filing of a Proposed Rule Change to Establish the Securities Trader and Securities Trader Principal Registration Categories NASD Rule 1022(a) (General Securities Principal) NASD Rule 1032(f) (Limited Representative – Equity Trader) The rule change would replace the Equity Trader registration category and qualification examination (Series 55) with a new Securities Trader registration category and qualification examination (Series 57) and would establish a Securities Trader Principal registration category. It is expected that the national securities exchanges would replace the Proprietary Trader qualification examination (Series 56) with the new Series 57 examination. Accordingly, the creation of the Series 57 examination is expected to create a uniform examination across FINRA and the exchanges. Comment Period Expires: August 4, 2015 None FINRA Rule Filing 2015-022 (34-75377) Communication with the Public Website BrokerCheck Notice of Filing of a Proposed Rule Change to Amend FINRA Rule 2210 (Communications with the Public) FINRA Rule 2210 (Communications with the Public) The rule change would require members’ websites to include a readily apparent reference and hyperlink to BrokerCheck on the home page and any other webpage that includes a professional profile of one or more registered persons that conduct business with retail Comment Period Expires: August 3, 2015 None © 2016 Winston & Strawn LLP * Other rules may also apply. Page 49 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member investors. FINRA Rule Filing 2015-024 (34-75364) Fees FINRA/NASDAQ Trade Reporting Facility Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Amend FINRA Rule 7650A Relating to Submissions of Billing Disputes by FINRA/Nasdaq Trade Reporting Facility Participants FINRA Rule 7650A (Collection of Fees and Billing Policy) The rule change requires members that are FINRA/Nasdaq TRF participants to submit billing disputes within sixty days of receipt of the invoice to the FINRA/Nasdaq TRF. Immediately Effective None FINRA Rule Filing 2015-023 (34-75365) Fees Alternative Trading System Volume Information Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to Rule 4533 and Fees for Access to Alternative trading System Volume Information Published on FINRA’s Website FINRA Rule 4533 (Fees for ATS Data) FINRA is proposing to eliminate the fee for all potential users of its ATS Data and disseminate the ATS Data on its website at no charge. Immediately Effective None FINRA Rule Filing 2015-020 (34-75356) Trade Reporting Alternative Display Facility (“ADF”) Trade Reporting Facilities (“TRFs”) NMS Stocks OTC Equity Securities Notice of Filing of a Proposed Rule Change to Expand FINRA’s Alternative Trading System (“ATS”) Transparency Initiative to Publish OTC Equity Volume Executed Outside ATSs FINRA Rule 6110 (Trading Otherwise than on an Exchange) FINRA Rule 6610 (General) FINRA is proposing to publish non-ATS OTC volume information by member firm and security on a two week basis for NMS stocks in Tier 1 of the NMS Plan to Address Extraordinary Market Volatility and a four week delayed basis for all other NMS stocks and OTC Equity Securities. Comment Period Expires: July 30, 2015 None FINRA Rule Filing 2015-021 (34-75339) Fees FINRA/NASDAQ Trade Reporting Facility Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Adopt Rule 7650A Relating To Debit Process for the Collection of FINRA/NASDAQ Trade Reporting Fees FINRA Rule 7650A (Collection of Fees) The rule change requires members that are FINRA/Nasdaq TRF participants to provide a clearing account number for an account at NSCC for purposes of permitting the FINRA/NASDAQ TRF to debit undisputed or final fees due and owing by the member under the Rule 7600A Series. Immediately Effective None (other than the provision of the clearing account number at NSCC) © 2016 Winston & Strawn LLP * Other rules may also apply. Page 50 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member FINRA Rule Filing 2015-019 (34-75333) Enforcement Disciplinary Proceedings Code of Conduct Cease and Desist Orders Notice of Filing a Proposed Rule Change to Amend FINRA Rule Series 9100, 9200, 9300, 9550 and 9800 Regarding Temporary and Permanent Cease and Desist Orders FINRA Rule Series 9100 (Application and Purpose) FINRA Rule Series 9200 (Disciplinary Proceedings) FINRA Rule Series 9300 (Review of Disciplinary Proceeding by NAC and FINRA Board; Application for SEC Review) FINRA Rule Series 9550 (Expedited Proceedings) FINRA Rule Series 9800 (Temporary Cease and Desist Orders) FINRA is proposing to amended the relevant rules to make a number of changes that would affect the issuance of cease and desist orders. Comment Period Expires: July 28, 2015 None FINRA Rule Filing 2015-018 (34-75246) Qualification Examinations Registered Options Principal Series 4 Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to the Series 4 Examination Program NASD Rule 1032 (Categories of Representative Registration) NASD Rule 1070 (Qualification Examinations and Waiver of The approval updates the content outline and selection criteria for the Registered Options Principal (Series 4) Examination Program Immediately Effective None © 2016 Winston & Strawn LLP * Other rules may also apply. Page 51 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member Requirements) FINRA Rule Filing 2015-016 (34-75160) Reporting OATS - Order Audit Trail System Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to Exemptions from the Order Audit Trail System Recording and reporting Requirements FINRA Rule 7470 (Exemption to the Order Recording and Data Transmission Requirements) The approval amends FINRA Rule 7470 to extend for four years FINRA’s ability to exempt certain members from the recording and reporting requirements of the OATS Rules for manual orders received by a member. Immediately Effective None FINRA Rule Filing 2015-015 (34-75154) Continuing Education Regulatory Element Fee Notice of Filing of a Proposed Rule Change to Provide a Web-based Delivery Method for Completing the Regulatory Element of the Continuing Education Requirements FINRA Rule 1250 (Continuing Education) FINRA is proposing to implement a web-based delivery method for delivery of the regulatory element of the continuing education requirement. This would replace the current use of test centers, which FINRA proposed would be phased out no later than six months after January 4, 2016. Comment Period Expires: July 8, 2015 None. This Notice is informational only and for the purpose of soliciting comments on the proposal. FINRA Rule Filing 2015-013 (34-75069) Margin Requirements Security-based Swaps Credit Default Swaps Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Extend the Implementation of FINRA Rule 4240 (Margin Requirements for Credit Default Swaps) FINRA Rule 4240 (Margin Requirements for Credit Default Swaps) FINRA Rule 4240 implements an interim pilot program with respect to margin requirements for certain transactions in credit default swaps that are securitybased swaps. The filing extends the pilot program an additional year beyond its scheduled expiration date of July 17, 2015 to July 17, 2016. Implementation Date: The interim pilot program is extended to July 18, 2016 None. FINRA Rule Filing 2015-012 (34-75058) TRACE Asset-Backed Securities Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Clarify the Scope of the Definition of “Asset-Backed Security” for Purposes of Reporting to FINRA’s Trade Reporting and Compliance Engine (TRACE) System FINRA Rule 6710 (Definitions) The amendment provides a revised definition of “AssetBacked Security and also provides further guidance on the intended scope of such term. By amending Supplementary Material .01 to Rule 6710 to make clear that home equity loans and home equity lines of credit are not within the scope of the term Implementation Date: Immediately Members that transact in asset-backed securities may need to revise their procedures to reflect the newly approved amendment. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 52 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member “Asset-Backed Security.” FINRA Rule Filing 2015-003 (34-75036) Arbitration Cancellation Fees Notice Order Approving Proposed Rule Change to Amend the Code of Arbitration Procedure for Customer Disputes and the Code of Arbitration Procedure for Industry Disputes to Increase a Fee for the Late Cancellation of a Schedule Hearing, Lengthen the Notice Period for Cancelling a Schedule Hearing, and Increase the Amount of Honoraria Paid to Arbitrators Affected by a Late Cancellation of a Scheduled Hearing FINRA Rule 12214 (Payment of Arbitrators) FINRA Rule 12601 (Postponement of a Hearing) FINRA Rule 13214 (Payment of Arbitrators) FINRA Rule 13601 (Postponement of a Hearing) The rule change amends FINRA’s code of arbitration for both customer and industry disputes with respect to the notice period for cancelation of a schedule hearing, the fee relative to a late cancelation and the honoraria paid to the affected arbitrators. Implementation Date: FINRA has not yet implemented the approved changes. Suggested Action. None. FINRA Rule Filing 2015-048 (34-75013) Debt Research Analysts Debt Research Reports Notice of Designation of a Longer Period for Commission Action on Proceedings to Determine Whether to Approve or Disapprove a Proposed Rule Change Relating to FINRA Rule 2242 (Debt Research Analysts and Debt Research Reports) in the Consolidated Rulebook Proposed FINRA Rule 2242 (Debt Research Analysts and Debt Research Reports) The notice extends the period of time available to the SEC to take action on the proposed rule to July 22, 2015, Date by which the Commission shall take action on the proposal: July 22, 2015 Suggested Action. None. The filing merely extends the time available to the SEC to take action on the proposed rule. FINRA Rule Filing 2015-047 (34-75012) Research Analysts Research Reports Notice of Designation of a Longer Period for Commission Action on Proceedings to Determine Whether to Approve or Disapprove a Proposed Rule Change Relating to FINRA Rule 2241 (Research Analysts and Research Reports) in the Consolidated Rulebook Proposed FINRA Rule 2241 (Research Analysts and Research Reports) The notice extends the period of time available to the SEC to take action on the proposed rule to July 22, 2015, Date by which the Commission shall take action on the proposal: July 22, 2015 Suggested Action. None. The filing merely extends the time available to the SEC to take action on the proposed rule. FINRA Rule Dealings with Notice of Filing and FINRA Rule 4530 The rule change amends FINRA Implementation Members may need to © 2016 Winston & Strawn LLP * Other rules may also apply. Page 53 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member Filing 2015-011 (34-74953) Statutorily Disqualified Persons Immediate Effectiveness of a Proposed Rule Change Relating to the Reporting Requirements of FINRA Rule 4530(a)(1)(H) (Reporting Requirements) Rule 4530(a)(i)(H) to remove the requirement that a member reports when the member or a person associated with the member is involved in the sale of any financial instrument or the provision of advice with any person that is subject to a “statutory disqualification” where such persons has been approved (or is otherwise permitted) to be a member or to be associated with a member. Date: Immediately revise their procedures to reflect the newly approved amendment. FINRA Rule Filing 2015-010 (34-74927) OTC Equity Securities Minimum Quotation Size Requirements Pilot Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Extend the Tier Size Pilot of FINRA Rule 6433 (Minimum Quotation Size Requirements for OTC Equity Securities) FINRA Rule 6433 (Minimum Quotation Size Requirements for OTC Equity Securities) The rule change extends the expiration date of the Tier Size Pilot set forth in FINRA Rule 6433 to August 14, 2015. The Pilot establishes certain minimum quotation sizes for member established quotations. Implementation Date: Immediately Suggested Action. None. The filing merely extends a current requirement an additional three months until August 15, 2015. FINRA Rule Filing 2015-009 (34-74890) Sales Practices Military Personnel Notice of Filing of a Proposed Rule Change to Adopt FINRA Rule 2272 to Govern Sales or Offers of Sales of Securities on the Premises of Any Military Installation to Members of the U.S. Armed Forces or their Dependents Proposed FINRA Rule 2272 The SEC has published for a comment proposed FINRA Rule 2272, which would imposed additional notice and other obligations on the sale by members of securities on the premises of any military installation to members of the U.S. Armed Forces or their dependents. Comment Period Expires: June 2, 2015 None. This Notice is informational only. Exemptive and Interpretive Letters New None Previously Reported Letters © 2016 Winston & Strawn LLP * Other rules may also apply. Page 54 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member Interpretive Letter to Craig P. Hoffman, et al. Retail Communications Non-ERISA Plans Model Disclosure A member firm that provides services to Non-ERISA Plan participants and beneficiaries may rely on the filing exclusions contained in Rule 2210(c)(7)(B) and (C) in preparing and distributing a “Model Disclosure” as described in the interpretive letter and subject to the conditions and obligations discussed therein. FINRA Rule 2210(c)(1) – (c)(3) The interpretive letter provides that firms that provide so-called “Model Disclosure” to non-ERISA Plans may rely on the exclusions contained in FINRA Rule FINRA Rule 2210(c)(7)(B) and (C)and, therefore, excluded from the filing requirements under FINRA Rule 2210(c)(1) – (c)(3). Immediately, provided that members may not rely upon the exclusion provided by the interpretative letter with respect to the so-called “Comparative Chart” until FINRA staff have completed their review thereof. Members that contemplate providing the Model Disclosure to nonERISA plans should consider whether to revise their systems and processes to comply with the newly approved exemption from the reporting requirements under FINRA Rule 2210(c)(1) – (c)(3). Interpretive Letter to Marc Menchel, Menchel Consulting LLC (February 24, 2016) Change in Membership Application Variable Life Settlements Request for Interpretative Guidance on NASD Rule 1017 and regulatory Notice 09-42 Regarding Variable Life Settlements NASD Rule 1011(k) (Definitions – Material Change in Business operations) NASD Rule 1017 (Application for Approval of Change in Ownership, Control, or Business Operations The Interpretive letter provides that routing firms that satisfy certain conditions set forth in the letter may route an unsolicited potential customer order for a variable life settlement to an executing firm without having to file a CMA based upon a material change in busienss. Immediately None Exemptive Letter to Amy Natterson Kroll, Morgan, Lewis & Bockius LLP (July 23, 2015) Initial Equity Public Offerings (IPOs) New Issues Foreign Pension Plans Underwriters Selling Group Members Request for Exemption from FINRA Rule 5130 FINRA Rule 5130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings Exemptive relief is granted to a foreign benefit plan from the provisions of Rule 5130, which prohibits members from selling new issues to accounts in which certain persons have a beneficial interest. Immediately None © 2016 Winston & Strawn LLP * Other rules may also apply. Page 55 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member Exemptive Letter to Name Not Public (May 22, 2015) Municipal Securities Political Contributions Municipal Finance Professional Request for Exemptive Relief under MSRB Rule G-37(i) MSRB Rule G-37(i) (Political Contributions and Prohibitions on Municipal Securities Business) Exemptive relief is granted based on: representations that at the time of the contribution the individual was not employed by the firm and was not an MFP; the firm already had a significant business relationship with the state of whom the contribution recipient is an issuer official (as defined); the firm has instituted information barriers on certain municipal business communications; the individual will be prohibited from the solicitation of certain new municipal business for a period of time. Implementation Date: Immediately None Interpretive Letter to Edward P. Macdonald, Hartford Funds Distributors, LLC (May 15, 2015) Mutual Funds Related Performance Information Institutional Investors Provision of related Performance Information to Institutional Investors FINRA Rule 2210 (Communications with the Public) FINRA’s response concludes that the use of Related Performance Information in institutional communications in the manner proposed is consistent with the applicable standards of FINRA Rule 2210. Implementation Date: Immediately Suggested Action. None Exemptive Letter to Kevin O’Connor, Picard Kentz & Rowe LLP (May 1, 2015) IPOs Allocations Spinning Request for Exemption from FINRA Rule 5131(b) FINRA Rule 5131(b) (New Issue Allocations and Distributions – Spinning) FINRA’s response applies the rationale for exempting benefits plans from the prohibition of FINRA Rule 5131(b) to the National Railroad Retirement Investment Trust. Implementation Date: Immediately Suggested Action. None Targeted Examination Letters New None Previously Reported Targeted Examination Letters None Reports & Studies © 2016 Winston & Strawn LLP * Other rules may also apply. Page 56 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member New None Previously Reported Reports & Studies Report on Digital Investment Advice Establishing, Communicating and implementing Cultural Values Conflicts of Interest Review – Compensation and Oversight Report on FINRA Securities Helpline for Seniors National Senior Investor Initiative, A Coordinated Series of Examinations, the SEC’s Office of Compliance Inspections and Examinations and FINRA. Other Matters of Interest New None Previously Reported Matters FINRA 2016 Annual Regulatory and Examination Priorities Letter Examination Priorities Regulatory and Examinations Priorities letter Not Applicable The letter identifies FINRA’s examination priorities for 2016 Issuance Date: 1/6/16 Suggested Action. Members should review their operations in light of the priorities letter and ensure that their regulatory program with respect to such items is both current and reasonable. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 57 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member Investor Alert Securities Backed Lines of Credit Customers Investor Alert: SecuritiesBacked Lines of Credit – It May Pay to See Beyond the Pitch Regulatory and Examination Priorities Letter Not Applicable The issuance of a risk alert to investors regarding securitiesbacked lines of credit (“SBLOCs”) suggests that FINRA believes that SBLOCs can raise various sales practice concerns, including disclosure issues. Immediately Effective Firms that have outstanding SBLOCs should review their marketing and disclosure materials to ensure that they are appropriate in light of the concerns raised in the alert. OCIE: National Exam Program Risk Alert Volume V, Issue 1 (November 9, 2015) Compliance Outsourcing Chief Compliance officers Examinations of Advisers and Funds That Outsource Their Chief Compliance Officers Not Applicable OCIE has released a risk alert announcing the results of nearly 20” examinations of advisers and investment companies that outsource their CCOs to unaffiliated third parties. Immediately Effective It is recommended that firms that employ an outsourced CCO arrangement review their practices against the guidance provided in OCIE’s Risk Alert. OCIE: National Exam Program Risk Alert Volume IV, Issue 8 (September 15, 2015) Cybersecurity Examinations OCIE’s 2015 Cybersecurity Examination Initiative Not Applicable OCIE is issuing the Risk Alert to provide additional information on the areas of focus for OCIE’s second round of cybersecurity examinations. Immediately Effective It is recommended that firms review their current practices against the guidance provided in OCIE’s Risk Alert. OCIE: National Exam Program Risk Alert Volume IV, Issue 7 (August 24, 2015) Examinations Sales Practices Structured Securities Products Broker-Dealer Controls Regarding Retail Sales of Structured Securities Products Not Applicable OCIE has released a risk alert announcing the results of its recent examinations of ten branch offices that distribute structured securities products (SSPs). The risk alert provides an overview of obligations of broker-dealers regarding the sale of SSPs and provides examination observations. Immediately Effective It is recommended that firms review their practices in the covered areas against the information provided in the Risk Alert. © 2016 Winston & Strawn LLP * Other rules may also apply. Page 58 Item Subject Matter Heading Relevant Rule* Comments Relevant Date Impact on Member OCIE: National Exam Program Risk Alert Volume IV, Issue 6 (June 22, 2015) Examinations Sales Practices Retirement Accounts Retirement-Targeted Industry Reviews and Examinations Initiative Not Applicable OCIE has released a risk alert announcing an intent to focus on certain registered investment advisers and broker-dealers that provide services or sell investment products to retail investors. Areas of focus include reasonable basis for recommendations; conflicts of interest; supervision and compliance controls; and marketing and disclosure. Immediately Effective It is recommended that firms review their practices in the covered areas against the information provided in the Risk Alert. FINRA Calendar (Not Exhaustive) Date Matter Applicable Rule Applicable Source Material May 6, 2016 New Expiration of comment period relating to FINRA Capital Acquisition Broker rules. Proposed Capital Acquisition Broker rules FINRA Rule Filing 2015-054 (34-77581) June 3, 2016 New Expiration of comment period relating to proposed FINRA Rule 4554 (Alternative Trading Systems – Recoding and Reporting Requirements of Order and Execution Information for NMS Stocks) Proposed FINRA Rule 4554 (Alternative Trading Systems – Recoding and Reporting Requirements of Order and Execution Information for NMS Stocks) FINRA Rule Filing 2016-010 (34-77635) June 16, 2016 Effective date of amendments to FINRA Rule 2210 that require members to include a readily apparent reference and hyperlink to BrokerCheck on the home page and any other webpage that includes a professional profile of one or more registered persons that conduct business with retail investors. FINRA Rule 2210 (Communications with the Public) FINRA Regulatory Notice 15-50 July 16, 2016 New Implementation date of new FINRA Rule 2242 (Debt Research Analysts and Debt Research Reports) FINRA Rule 2242 (Debt Research Analysts and Debt FINRA Rule Filing 2016-013 (34-77726) © 2016 Winston & Strawn LLP * Other rules may also apply. Page 59 Research Reports) July 18, 2016 Scheduled expiration date of FINRA Rule 4240, which implements an interim pilot program with respect to margin requirements for certain transactions in credit default swaps that are security-based swaps. FINRA Rule 4240 (Margin Requirements for Credit Default Swaps) FINRA Rule Filing 2015-013 (34-75069) July 18, 2016 New Implementation date of new FINRA Rule 6732, which provides FINRA with authority to exempt certain transactions by an ATS from the transaction reporting obligations of FINRA Rule 6730. FINRA Rule 6732 (Exemption from Trade Reporting Obligation for Certain Transactions on an Alternative Trading System) FINRA Regulatory Notice 16-15 July 18, 2016 Implementation date of requirement that an indication be used when a TRACE report does not reflect a commission or mark-up or mark-down. FINRA Rule 6730 (Transaction Reporting) FINRA Regulatory Notice 15-47 August 2, 2016 New Due date of the first Expanded Application of Supplemental Schedule for Derivatives and Other Off-Balance Sheet Items. SEA Rule 15c3-1 (Net Capital Requirements for Brokers and Dealers) FINRA Rule 4524 (Supplemental FOCUS Information) FINRA Regulatory Notice 16-11 October 16, 2016 New Date on which FINRA will expand its alternative trading system (ATS) transparency initiative to publish monthly information on block-size trades occurring on ATSs. FINRA Rule 6110 (Trading Otherwise than on an Exchange) FINRA Regulatory Notice 16-14 October 27, 2017 Scheduled expiration of pilot program that exempts members from reporting to TRACE transactions in TRACEEligible Securities that are executed on a facility of the NYSE and are reported to NYSE and disseminated publicly. FINRA Rule 6730 (Transaction Reporting) FINRA Rule Filing 2015-037 (34-76121 November 1, 2017 Effective date of new electronic blue sheet data submissions pursuant to SEA Rule 13h-1 (Large Trader Rule). FINRA Rule 8211 (Automated Submission of Trading Data Requested by FINRA) FINRA Rule 8213 (Automated Submission of Trading Data for Non-Exchange-Listed Securities Requested by FINRA Regulatory Notice 15-44 © 2016 Winston & Strawn LLP * Other rules may also apply. Page 60 FINRA) INFORMATION ABOUT THIS CHART Coverage: In addition to Regulatory Notices, the coverage of this chart includes: Interpretative Letters, Exemptive Letters, Targeted Examination Letters, Reports & Studies, and approved FINRA Rule filings. The information set forth herein is for general informational purposes only and is not meant as a full analysis of any particular matter and should not be relied upon as legal advice regarding any factual situation. About Winston & Strawn Winston & Strawn LLP is an international law firm with more than 850 attorneys across 18 offices in Beijing, Brussels, Charlotte, Chicago, Geneva, Hong Kong, Houston, London, Los Angeles, Moscow, New York, Newark, Paris, San Francisco, Shanghai, Silicon Valley, Taipei*, and Washington, D.C. The exceptional depth and geographic reach of our resources enable Winston & Strawn to manage virtually every type of business-related legal issue. We serve the needs of enterprises of all types and sizes, in both the private and the public sector. We understand that clients are looking for value beyond just legal expertise. With this in mind, we work hard to understand the level of involvement our clients want from us. We take time to learn about our clients’ organizations and their business objectives. And, we place significant emphasis on technology and teamwork in an effort to respond quickly and effectively to our clients’ needs. Visit winston.com if you would like more information about our legal services, our experience, or the industries we serve. Attorney advertising materials. Winston & Strawn is a global law firm operating through various separate and distinct legal entities.