HelpFINRA Manual: Contents
FINRA Manual
Corporate Organization Notices
2005
05-85 SEC Approves a Proposed Rule Change to Revise the Mediation Rules of the NASD Code of Arbitration Procedure; Effective January 30, 2006
05-82 SEC Approves Amendments to Arbitration Fees Applicable to Certain Statutory Employment Discrimination Claims; Effective Date: January 17, 2006
05-80 SEC Approves Amendments to IM-8310-2 Regarding the Publication of Decisions Issued by the National Adjudicatory Council (NAC) Pursuant to NASD Rule 1015; Effective Date: January 12, 2006
05-79 Amendments to Section 4 of Schedule A to the NASD By-Laws Governing Continuing Education Regulatory Element and Qualification Examination Fees; Implementation Date: January 1, 2006
05-77 Transactions in TRACE-Eligible Securities That Occur in Connection with Options, Credit Default Swaps, Other Swaps or Similar Instruments Must Be Reported to TRACE
05-73 Broker-Dealer, Investment Adviser Firm, Agent and Investment Adviser Representative Renewals for 2006; Payment Deadline: December 14, 2005
05-72 SEC Approves Amendments to NASD Rule 3150, Regarding Reporting Requirements for Clearing Firms, and NASD Rule 3230, Regarding Requirements for Clearing Agreements
05-69 SEC Approves New Rule 2111 Prohibiting Members from Trading Ahead of Customer Market Orders Under Certain Circumstances
05-66 SEC Approves Uniform Branch Office Registration Form (Form BR) and Conforming and Technical Changes to Forms U4 and U5
05-64 SEC Approves Amendments to IM-2110-2 to Require Members to Provide Price Improvement to Customer Limit Orders in Certain Circumstances and to Expand IM-2110-2 to Exchange-Listed Securities
05-63 NASD Seeks Comment on Increasing the Frequency of Short Interest Reporting; Comment Period Expired November 29, 2005
05-61 NASD Solicits Member Comment on Possible Realignment of the Trading Activity Fee; Comment Period Expired October 31, 2005
05-60 Important Information Regarding the Suspension of Trading in the Securities of Bancorp International Group, Inc. (BCIT.PK)
05-58 Intermarket Surveillance Group (ISG)1 Requires Validation of Electronic Blue Sheet Submissions
05-55 SEC Approves Amendments to IM-10104 to Provide Payment to Arbitrators for Deciding Discovery-Related Motions
05-54 NASD Announces Nominee for Regional Industry Member Vacancy on the National Adjudicatory Council
05-52 SEC Approves Amendments to TRACE Fee Structure Establishing an Enterprise Fee and Lowering Fee for Receipt of Real-Time TRACE Transaction Data via Web Browser
05-43 NASD Announces Nomination Procedures for Regional Industry Member Vacancies on the National Adjudicatory Council
05-42 NASD Informs Members of Upcoming District Committee and District Nominating Committee Elections
05-40 NASD Requests Comment on Proposal to Prohibit All Product-Specific Sales Contests and to Apply Non-Cash Compensation Rules to Sales of All Securities Comment Period Expired August 5, 2005
05-38 NASD Reminds Broker-Dealers of Their Responsibilities Regarding Deficits in Introduced Accounts; Immediate Action May Be Required to Ensure Compliance
05-37 NASD Restructures Certain TRACE Fees for Market Data and Amends the Definition of "Non-Professional" in Connection with TRACE Market Data
05-36 SEC Approves New Interpretive Material to Rule 10308 Regarding Arbitrators Who Also Serve as Mediators
05-35 SEC Approves Amendments to IM-10104 and Rule 10315 to Permit Arbitrations in Foreign Hearing Locations
05-34 SEC Approves Amendments to Rule 2711 to Prohibit Research Analysts from Participating in a Road Show and from Communicating with Customers in the Presence of Investment Banking Personnel or Company Management about an Investment Banking Services Transaction
05-32 SEC Approves Amendments to NASD Rule Governing Predispute Arbitration Agreements with Customers
05-31 Pilot Program to Increase Position and Exercise Limits for Equity Options and New Reverse Collar Strategy Added to Equity Option Hedge Exemptions
05-30 SEC Approves New Alternative Display Facility (ADF) Pilot Rule Giving NASD Authority to Receive and Review Complaints Alleging Denial of Access to an ADF Market Participant Quote
05-29 Guidance Regarding Rule 3012(a)(1) Requirement to Test and Verify a Member's Supervisory Policies and Procedures
05-28 NASD Reminds Members that the TRACE Reporting Period Will Be Reduced to 15 Minutes on July 1, 2005, and Rescinds Interpretive Guidance Regarding Rejected TRACE Transaction Reports
05-27 NASD Requests Comment on Proposal to Require Principal Pre-Use Approval of Member Correspondence to 25 or More Existing Retail Customers within a 30-Calendar-Day Period (Comment Period Expired May 27, 2005)
05-25 NASD Requests Comment on Proposal to Require Pre-Use Filing of Advertisements and Sales Literature for New Types of Securities and of Television, Video and Radio Advertisements (Comment Period Expired May 20, 2005)
05-24 NASD Announces Exemption from the Research Analyst Qualification Requirements (Series 86 and 87) for Certain Employees of Foreign Affiliates Who Contribute to Member Research Reports
05-22 New Electronic Reporting Requirements for Large Options Positions Reports for Filing of Reportable Conventional Options Positions
05-21 NASD Requests Comment on Proposed Rule Requiring Members to Provide Additional Disclosures for Transactions in Debt Securities
05-20 NASD Announces Effective Date of April 4, 2005 for Amendments to Rule 1120 to Eliminate Exemptions from the Continuing Education Regulatory Element Requirements
05-18 NASD Issues Guidance on Section 1031 Tax-Deferred Exchanges of Real Property for Certain Tenants-in-Common Interests in Real Property Offerings
05-14 NASD Announces Exemption from the Analysis Portion of the Research Analyst Qualification Examination (Series 86) for Certain Applicants Who Prepare Only "Technical Research Reports"
05-13 NASD Reminds Firms of April 4, 2005, Expiration Date of Grace Period to Meet NASD Research Analyst Qualification and Examination Requirements (Series 86/87)
05-12 SEC Approves Amendments to Rule 9522 Regarding Applications of Statutorily Disqualified Persons Who Will Be Engaged Solely in Clerical and/or Ministerial Activities
05-11 NASD Issues Further Guidance Regarding Members' Obligations under Section 3 of Schedule A to the NASD By-Laws; NASD Also Seeks Member Comment on Related Automation Issues; (Comment Period Expired March 30, 2005)
05-09 NASD Amends Rule Governing Predispute Arbitration with Customers (The compliance date of new Rule 3110(f)(1) requirements has been extended to June 1, 2005.)
05-08 Guidance Regarding the Application of the Supervisory Control Amendments to Members' Securities Activities, Including Members' Institutional Securities Activities
05-07 SEC Approves Amendments to Rule 2212 Concerning Frequency of Updates From the National Do-Not-Call Registry
05-05 NASD Eliminates the TRACE Bond Transaction Data Service (BTDS) Non-Professional Real-Time Data Display Fee and the BTDS Professional Delayed-Time Data Display Fee Pilot Program
05-04 SEC Approves Amendments to NASD Rule 2830(k) to Strengthen Prohibitions on Investment Company Directed Brokerage Arrangements
| View Whole Section | Text only | Print Manager | Link |
05-34 SEC Approves Amendments to Rule 2711 to Prohibit Research Analysts from Participating in a Road Show and from Communicating with Customers in the Presence of Investment Banking Personnel or Company Management about an Investment Banking Services Transaction
GUIDANCE
Research Analysts and Research Reports
Compliance Date: June 6, 2005
| SUGGESTED ROUTING |
KEY TOPICS |
Executive Representatives |
Communications with the Public |
Executive Summary
The Securities and Exchange Commission (SEC) has approved amendments to Rule 2711 (Research Analysts and Research Reports) to further insulate research analysts from the potential influences of the investment banking department. The amendments prohibit (1) a research analyst from participating in a road show related to an investment banking services transaction and from engaging in any communication with a current or prospective customer in the presence of investment banking department personnel or company management about an investment banking services transaction and (2) investment banking department personnel from directing a research analyst to engage in sales and marketing efforts and other communications with a customer about an investment banking services transaction. The proposed rule change expressly permits analysts to educate investors and internal personnel about an investment banking services transaction, provided such communications are "fair, balanced and not misleading."
The new rule can be found in Attachment A of this Notice and becomes effective on June 6, 2005.
Questions/Further Information
Questions or comments concerning this Notice may be directed to Philip Shaikun, Associate General Counsel, Regulatory Policy and Oversight, at (202)-728-8451.
Background and Discussion
During the past few years, NASD has implemented a series of rules to increase the objectivity and reliability of research. While the rules generally foster objectivity through extensive conflict of interest disclosure requirements, they also prohibit certain conduct to minimize the primary source of biased research: the influences of investment banking. To that end, NASD Rule 2711 prohibits compensation paid to analysts based on their contributions to, or the success of, the investment banking department. The rule further prohibits analysts from participating in efforts to solicit investment banking business, including "pitches" to earn an underwriting mandate for a securities offering.
The new rule fortifies the wall between investment banking and research by prohibiting research analysts from participating in a road show related to an investment banking services transaction and from communicating with current or prospective customers in the presence of investment banking department personnel or company management about such an investment banking services transaction. Additionally, the rule prohibits investment banking personnel from directing a research analyst to engage in sales and marketing efforts and other communications with a current or prospective customer about an investment banking services transaction.
By prohibiting research analyst participation in road shows and from communicating with customers in the presence of investment bankers or company management, the rule will further reduce pressure on research analysts to give an overly optimistic assessment of a particular transaction. It also will remove any suggestion to investors in attendance at a road show that the analyst will give positive coverage to the issuer or that the analyst endorses all of the views expressed by the company or investment banking department personnel.
The rule expressly permits research analysts to educate investors and member personnel about a particular offering or other transaction, provided the communication occurs outside the presence of the company or investment banking department personnel. Such permissible communications to investors and internal personnel must be fair, balanced, and not misleading, taking into account the overall context in which such communications are made. Thus, the rule preserves the ability of the research analyst to give a candid assessment of a transaction or sale of securities—including investment risks—in settings where the influences of investment banking and client pressure are minimized.
Finally, the rule prohibits investment banking department personnel from directing a research analyst to engage in sales or marketing efforts and any other communication with a current or prospective customer about an investment banking services transaction. This provision eliminates any attempt by investment banking personnel to pressure a research analyst to engage in otherwise permissible communications, thereby further insulating research analysts from influences that could affect their objectivity.
ATTACHMENT A
New language is underlined; deletions are in brackets.
Rule 2711. Research Analysts and Research Report
