
[Federal Register: February 1, 2010 (Volume 75, Number 20)]
[Notices]               
[Page 5157]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr01fe10-121]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-61417; File No. SR-FINRA-2009-086]

 
Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Order Approving Proposed Rule Change To Adopt FINRA 
Rule 5160 (Disclosure of Price and Concessions in Selling Agreements) 
in the Consolidated FINRA Rulebook

January 25, 2010.
    On December 2, 2009, the Financial Industry Regulatory Authority, 
Inc. (``FINRA'') (f/k/a National Association of Securities Dealers, 
Inc. (``NASD'')) filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to adopt NASD Rule 2770 (Disclosure of Price in 
Selling Agreements) as FINRA Rule 5160 in the consolidated FINRA 
rulebook without material change. The proposed rule change was 
published for comment in the Federal Register on December 22, 2009.\3\ 
The Commission received no comments on the proposal. This order 
approves the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 61171 (December 15, 
2009), 74 FR 68081 (``Notice'').
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    The Commission finds that the proposed rule change is consistent 
with the requirements of the Act and the rules and regulations 
thereunder applicable to a national securities association.\4\ In 
particular, the Commission finds that the proposed rule change is 
consistent with the provisions of Section 15A(b)(6) of the Act,\5\ 
which requires, among other things, that FINRA rules be designed to 
prevent fraudulent and manipulative acts and practices, to promote just 
and equitable principles of trade, and, in general, to protect 
investors and the public interest.
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    \4\ In approving this proposal, the Commission has considered 
the proposed rule's impact on efficiency, competition and capital 
formation. See 15 U.S.C. 78c(f).
    \5\ 15 U.S.C. 78o-3(b)(6).
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    The Commission believes that the proposed rule change is 
appropriate to assure the integrity of the public offering process. The 
Commission notes that new FINRA Rule 5160 will continue to require that 
selling syndicate agreements or selling group agreements \6\ set forth 
the price at which securities are to be sold to the public or the 
formula by which such price can be ascertained and state clearly to 
whom and under what circumstances concessions, if any, may be allowed. 
The Commission also notes that FINRA is adopting NASD Rule 2770 into 
the consolidated FINRA rulebook as FINRA Rule 5160 with a new title, 
but without material change.
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    \6\ In the Notice, FINRA noted that the terms ``selling group'' 
and ``selling syndicate'' are defined in NASD Rules 0120(p) and (q), 
respectively. FINRA also represented that other than to reflect the 
new conventions of the consolidated FINRA rulebook, FINRA does not 
propose to alter these two definitions, which will be addressed 
later in the rulebook consolidation process.
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    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\7\ that the proposed rule change (SR-FINRA-2009-086) be, and it 
hereby is, approved.
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    \7\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\8\
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    \8\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-1949 Filed 1-29-10; 8:45 am]
BILLING CODE 8011-01-P

