[Federal Register Volume 85, Number 36 (Monday, February 24, 2020)]
[Notices]
[Pages 10487-10491]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-03531]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88225; File No. SR-MSRB-2019-13]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Order Granting Approval of a Proposed Rule Change To Amend the 
Information Facility of the MSRB's Electronic Municipal Market Access 
(EMMA) System

February 18, 2020.

I. Introduction

    On November 19, 2019, the Municipal Securities Rulemaking Board 
(the ``MSRB'' or ``Board'') filed with the Securities and Exchange 
Commission (the ``SEC'' or ``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 amend the information 
facility of the MSRB's Electronic Municipal Market Access (``EMMA'') 
\3\ system (the ``EMMA IF'') to provide for (1) the automated 
calculation and static display of the number of days between

[[Page 10488]]

(i) the annual fiscal period end date for an issuer or obligated person 
and (ii) the date an annual financial disclosure is submitted to the 
EMMA system for such annual fiscal period (the ``Submission 
Calculator'') and (2) the reconfiguration of certain information shown 
on the EMMA public website (emma.msrb.org) (the ``EMMA Portal'') to 
more prominently display an issuer's or obligated person's annual 
financial disclosures and related information (the ``proposed rule 
change''). The proposed rule change was published for comment in the 
Federal Register on November 27, 2019.\4\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ EMMA is a registered trademark of the MSRB.
    \4\ Securities Exchange Act Release No. 87583 (Nov. 21, 2019) 
(the ``Notice of Filing''), 84 FR 65436 (Nov. 27, 2019).
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    The Commission received five comment letters on the proposed rule 
change.\5\ On February 6, 2020, the MSRB responded to those 
comments.\6\ This order approves the proposed rule change.
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    \5\ See Letter to Secretary, Commission, from Scott Andreson, 
Chair, National Federation of Municipal Analysts (``NFMA''), dated 
December 13, 2019 (the ``NFMA Letter''); Letter to Secretary, 
Commission, from Emily Swenson Brock, Director, Federal Liaison 
Center, Government Finance Officers Association (``GFOA''), dated 
December 18, 2019 (the ``GFOA Letter''); Letter to Secretary, 
Commission, from Chuck Samuels, General Counsel, National 
Association of Health and Educational Facilities Finance Authorities 
(``NAHEFFA''), dated December 18, 2019 (the ``NAHEFFA Letter''); 
Letter to Secretary, Commission, from Kenton Tsoodle, Assistant City 
Manager, Oklahoma City, GFOA Representative, David Erdman, Capital 
Finance Director, State of Wisconsin--Department of Administration, 
GFOA Representative, Cynthia Evangelisti, Treasurer, Chicago Park 
District, GFOA Representative, The Honorable Fiona Ma, Treasurer, 
State of California, National Association of State Treasurers 
Representative, Dennis Reilly, Executive Director, Wisconsin Health 
& Educational Facilities Authority, NAHEFFA Representative, Staci 
Henshaw, Deputy Auditor, Virginia Auditor of Public Accounts, 
National Association of State Auditors, Comptrollers and Treasurers 
Representative, Christine Crowley, Municipal Advisor, Fiscal 
Advisors & Marketing, Inc., National Association of Municipal 
Advisors (``NAMA'') Representative, Brian Reilly, Senior Municipal 
Advisor, Ehlers, Inc., NAMA Representative, Stacey Lewis, Partner, 
Pacifica Law Group LLP, National Association of Bond Lawyers 
(``NABL'') Representative, Bradley Patterson, Shareholder, Gilmore & 
Bell, P.C., NABL Representative, and Teri Guarnaccia, Partner, 
Ballard Spahr LLP, NABL Representative (collectively, the ``Issuer 
Representatives Workgroup''), dated December 18, 2019 (the ``Issuer 
Representatives Workgroup Letter''); and Letter to Secretary, 
Commission, from Vicki Hellenbrand, President, Baker Tilly Municipal 
Advisors, LLC (``Baker Tilly''), dated December 19, 2019 (the 
``Baker Tilly Letter'').
    \6\ See Letter to Secretary, Commission, from Gail Marshall, 
Chief Compliance Officer, Municipal Securities Rulemaking Board 
(``MSRB''), dated February 6, 2020 (the ``MSRB Response Letter'').
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II. Description of Proposed Rule Change

    As described further below and in the Notice of Filing, the MSRB 
proposes to amend the EMMA IF to provide for (1) the Submission 
Calculator and (2) the reconfiguration of certain information shown on 
the EMMA Portal to more prominently display an issuer's or obligated 
person's annual financial disclosures and related information.\7\ The 
MSRB has stated that it believes the proposed rule change would further 
promote transparency and efficiency in the municipal securities market 
without imposing significant additional burdens on brokers, dealers, 
and municipal securities dealers (collectively, ``dealers''), municipal 
issuers, or obligated persons.\8\
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    \7\ See Notice of Filing, 84 FR at 65437.
    \8\ Id. at 65439.
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A. Submission Calculator

    The proposed rule change would amend the EMMA IF to provide for the 
Submission Calculator. The MSRB states that the Submission Calculator 
would automatically calculate and statically display the elapsed number 
of days between (1) the end date of the annual fiscal period covered by 
an annual financial disclosure (the ``Fiscal Period End Date'') for an 
issuer or obligated person, as such date is entered by a submitter 
through the process of publishing an annual financial disclosure on the 
EMMA Portal, and (2) the time and date of the submission of the annual 
financial disclosure to the EMMA system (the ``Posted Date'') of an 
annual financial disclosure submitted to the EMMA system for such 
annual fiscal period, both of which dates are currently visible on the 
EMMA Portal.\9\ The MSRB notes that the Submission Calculator would be 
based on the existing information required to be provided by a 
submitter, calculating the number of days elapsed based solely on the 
entry of the Fiscal Period End Date and the Posted Date for an annual 
financial disclosure.\10\ The day of the Posted Date would be included 
in the calculation, as further described in the Notice of Filing, and 
this number of days elapsed would be displayed on the EMMA Portal at 
the individual security details level.\11\ Importantly, the MSRB notes 
that it would not evaluate the substantive content of the documents and 
information submitted, and the Submission Calculator would not analyze 
the relevant content to evaluate an issuer's or obligated person's 
compliance with the terms of an applicable continuing disclosure 
agreement or any applicable law, regulation, or other legal 
obligation.\12\ The MSRB states that, consistent with the EMMA system's 
current functionality, if a submitter enters an erroneous Fiscal Period 
End Date for an annual financial disclosure, the Submission Calculator 
would perform its calculation based on the erroneous Fiscal Period End 
Date entered by the submitter.\13\
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    \9\ Id.
    \10\ Id.
    \11\ The EMMA Portal's security details pages enable users to 
access documents and information associated with a particular 
municipal security, such as an official statement, continuing 
disclosure document, and/or trade report.
    \12\ See Notice of Filing, 84 FR at 65439.
    \13\ Id.
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    To illustrate how the Submission Calculator would operate, the MSRB 
provided several examples in the Notice of Filing, including a single 
submission of annual financial information, a multi-year series of 
submissions of annual financial information, sequential submissions of 
portions of an issuer's annual financial information for a single 
fiscal period, and sequential submissions of annual financial 
information for a single issue of municipal securities with multiple 
obligated persons.\14\
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    \14\ Id. at 65440.
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B. Changes to the EMMA Display

    The proposed rule change would amend the EMMA IF to reconfigure 
certain information shown on the EMMA Portal to more prominently 
display an issuer's or obligated person's annual financial disclosures 
and related information.\15\ More specifically, the MSRB states that 
the revised EMMA Portal would more prominently display the information 
reported about an annual financial disclosure for a municipal security, 
including the Fiscal Period End Date, the Posted Date, and the results 
of the Submission Calculator.\16\ The MSRB states that the proposed 
rule change also would increase the prominence of the links provided by 
any issuer through its customized homepage to other websites containing 
relevant information.\17\ With these changes to the EMMA Portal and the 
implementation of the Submission Calculator, the MSRB notes that the 
security details page for a municipal security generally would provide 
the information shown in Figure 1 below, which is shown as processed 
with the hypothetical facts and resulting calculation from the first 
example provided in the Notice of Filing.\18\
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    \15\ Id. at 65441.
    \16\ Id.
    \17\ Id.
    \18\ Id.

[[Page 10489]]



                                Figure 1
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Timing of Annual Financial Disclosure
    Fiscal Period End Date: 06/30/2020
    Posted Date: 12/23/2020
    Timing of Disclosure: 176 Days
Hyperlink to Disclosure Document PDF(s)
Hyperlink(s) to Other Website(s) if Provided
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    The MSRB states that, although each of these data points, other 
than the Submission Calculator results shown as the Timing of 
Disclosure in Figure 1, are currently available on the EMMA Portal, the 
proposed rule change is intended to improve users' awareness of this 
information, and that nothing about this proposed display would be 
evaluative of an issuer's or obligated person's compliance with the 
applicable terms of a continuing disclosure agreement.\19\ The MSRB 
further states that proposed rule change would not modify how 
submitters provide this information to the EMMA system, nor require 
submitters to input any new data, but it would augment the display of 
information reported to the EMMA system to make it more apparent to 
users.\20\
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    \19\ Id.
    \20\ Id.
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C. Proposed Changes to Text of EMMA IF

    The proposed rule change would amend the text of the EMMA IF to 
provide for the development and otherwise describe the operation of the 
Submission Calculator. More specifically, the MSRB states that the 
proposed rule change would amend the EMMA IF to define the term ``EMMA 
metrics'' to mean the calculations, data, and metrics derived from 
municipal securities disclosure documents and related information 
submitted to the EMMA system, thereby including the calculations, data, 
and metrics generated by the Submission Calculator would be in the 
definition.\21\ The MSRB notes that this revised definition is intended 
to provide greater clarity regarding the various types of information 
that may be disseminated by the EMMA system in light of the Submission 
Calculator's new functionality, including more precisely delineating 
the distinctions between disclosure documents, related information, 
indexing information, and EMMA metrics.\22\
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    \21\ Id.
    \22\ Id.
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III. Summary of Comments Received and MSRB's Responses to Comments

    As noted previously, the Commission received five comment letters 
on the proposed rule change, as well as the MSRB Response Letter.

A. Stakeholder Consultation and Education

    Four commenters expressed concerns that, prior to filing the 
proposed rule change with the Commission, the MSRB did not formally 
invite market participants to provide input through a public request 
for comment or through other MSRB-organized stakeholder consultation, 
such as beta-testing and user focus groups,\23\ with three of such 
commenters recommending that the proposed rule change be withdrawn 
until such consultation could occur.\24\ The MSRB stated that although 
it believes that engaging in such stakeholder outreach can be valuable, 
the legal standard under the Act for Commission approval of a proposed 
rule change does not require such engagement prior to the filing of a 
proposed rule change with the Commission, and therefore the lack of any 
such engagement should not be a basis for disapproval by the Commission 
of the proposed rule change.\25\
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    \23\ See GFOA Letter, NAHEFFA Letter, Issuer Representatives 
Workgroup Letter, Baker Tilly Letter.
    \24\ See GFOA Letter, NAHEFFA Letter, Issuer Representatives 
Workgroup Letter.
    \25\ See MSRB Response Letter.
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    The MSRB stated that it appreciates the willingness of commenters 
to provide constructive feedback on the proposed rule change, and that 
it would value the opportunity for stakeholders to preview the proposed 
changes to the EMMA Portal contemplated by the proposed rule change in 
advance of the date such changes would become visible to the public, as 
well as for stakeholders to provide input on possible future MSRB 
education initiatives and market transparency enhancements.\26\ 
Further, the MSRB stated that, subject to the Commission's approval of 
the proposed rule change, the MSRB believes that it can, and intends 
to, provide the sort of stakeholder consultation requested by the 
commenters during the period between the publication of the 
Commission's approval order and the date the proposed enhancements 
become visible to the public on the EMMA Portal.\27\
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    \26\ Id.
    \27\ Id.
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B. Potential for Erroneous Submissions

    Five commenters raised concerns about the potential for erroneous 
submissions to EMMA to result in erroneous displays of information in 
the Submission Calculator.\28\ For example, one such commenter stated, 
``submission errors, including classification errors and incorrect 
dates, that are frequent in today's EMMA system, pose a high risk that 
a meaningful number of calculations will be based on inaccurate 
information.'' \29\ Another commenter expressed concerns that the 
Submission Calculator could itself generate errors.\30\
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    \28\ See GFOA Letter, NAHEFFA Letter, Issuer Representatives 
Workgroup Letter, Baker Tilly Letter, NFMA Letter.
    \29\ See NFMA Letter.
    \30\ See Baker Tilly Letter.
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    The MSRB stated that it appreciates commenters' concerns about 
improving the accuracy and completeness of information displayed on the 
EMMA Portal. The MSRB noted that, as stated in the Notice of Filing, 
the changes to the EMMA Portal contemplated by the proposed rule change 
would not alter the process for users to submit annual financial 
disclosures to EMMA nor change the type of information collected in the 
publication of such disclosures.\31\ The MSRB further noted that the 
information that would be used in the proposed changes--including the 
calculation generated by the Submission Calculator--is presently being 
input by users and published for public view on the EMMA Portal.\32\ In 
this sense, the MSRB stated that it believes that commenters' 
assertions about the inevitability and frequency of submission errors 
are more aptly characterized as market behaviors that would be expected 
to persist regardless of the proposed rule change, rather than outcomes 
that will specifically result from the proposed rule change.\33\
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    \31\ See MSRB Response Letter.
    \32\ Id.
    \33\ Id.
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    Consequently, to the degree that the Submission Calculator and the 
other proposed enhancements would provide new prominence to the 
information submitted, the MSRB stated that it believes that submitters 
would have an additional incentive to properly categorize and describe 
annual financial disclosures, and the incidences of submissions with 
erroneous information would be expected to marginally decline from 
current rates.\34\ Similarly, to the degree that submitters exert 
greater diligence in completing the disclosure submission process in 
response to the proposed rule change, the MSRB stated that it believes 
that any additional burden created by this change in market behavior is 
exceeded by the benefits of greater market transparency through the 
improved

[[Page 10490]]

availability and understanding of market information displayed on the 
EMMA Portal.\35\ Accordingly, the MSRB concluded, commenters' 
assertions about the consequences of erroneous submissions do not 
change the MSRB's determinations about the overall benefits of the 
Submission Calculator.\36\
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    \34\ Id.
    \35\ Id.
    \36\ Id.
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    With respect to comments that the MSRB undertake ``greater 
oversight of the submission process'' \37\ or otherwise prevent 
``inconsistent and unclear data,'' \38\ the MSRB stated that it 
believes that submitters should retain ultimate responsibility for the 
accuracy and completeness of the content they submit for publication on 
the EMMA Portal, including identification of the applicable disclosure 
category (or categories) of an annual financial disclosure, and 
comments about the need for improved data quality and greater MSRB 
oversight of information input by disclosure submitters do not alter 
the MSRB's determinations in this regard.\39\
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    \37\ See NFMA Letter.
    \38\ See Issuer Representatives Workgroup Letter.
    \39\ See MSRB Response Letter.
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    With respect to the potential for the Submission Calculator to 
malfunction and display incorrect calculations, the MSRB stated that it 
has established policies and procedures to maintain the performance of 
the EMMA system.\40\
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    \40\ Id.
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C. Correction of Submission Mistakes

    Two commenters sought clarity regarding whether disclosure 
submitters will be able to correct submission mistakes.\41\ The MSRB 
stated that the EMMA system currently provides issuers and obligated 
persons the ability to modify prior continuing disclosure submissions, 
including by selecting different categories, adding or replacing 
submitted files, editing dates and descriptive information, adding or 
removing securities associated with a submission, and changing the 
contact information for the submission.\42\ The MSRB noted that it is 
already pursuing several user interface and functionality improvements 
to EMMA independent of the proposed rule change.\43\ The MSRB further 
noted that one commenter had requested several additional technological 
improvements to EMMA that are unrelated to the Submission 
Calculator,\44\ which the MSRB believes are outside the scope of the 
proposed rule change.\45\
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    \41\ See GFOA Letter, NAHEFFA Letter.
    \42\ See MSRB Response Letter.
    \43\ Id.
    \44\ See NFMA Letter.
    \45\ See MSRB Response Letter.
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D. Potential for Investor Confusion

    Four commenters expressed concerns about how investors might use 
the information provided by the Submission Calculator, including 
whether it could be used erroneously to compare the timing of 
disclosures for different types of municipal securities or municipal 
issuers.\46\ One commenter stated that, ``[t]here is no apples to 
apples comparison between issuers that can be represented by this 
calculator,'' and that ``some issuers could be unfairly judged by 
investors that information may not be `timely' when in fact it is 
submitted as quickly as possible--and within the timeframe noted in a 
[continuing disclosure agreement]--pending the completion of audited 
financials.'' \47\ Another commenter similarly expressed a concern 
about pooled financings and other municipal securities with multiple 
obligated persons, stating, ``we do not understand how such financings 
with borrowers who may have different fiscal periods will be handled 
without providing significantly misleading information.'' \48\ Another 
commenter stated its view that the Submission Calculator should only 
perform a calculation on filings marked as audited financial filings, 
not for unaudited annual financial filings, because there would be an 
``opportunity for manipulation'' of the calculation, and also expressed 
concern about investors being misled by the display of a calculation 
based on out-of-date annual financial disclosures.\49\ Another 
commenter suggested that the proposed rule change could alter market 
behavior by encouraging quick but ``inadequate'' filings.\50\
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    \46\ See GFOA Letter, NAHEFFA Letter, NFMA Letter, Baker Tilly 
Letter.
    \47\ See GFOA Letter.
    \48\ See NAHEFFA Letter.
    \49\ See NFMA Letter.
    \50\ See Baker Tilly Letter.
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    The MSRB stated that although it does not disagree with the 
observations underlying many of these comments, it believes that the 
comments do not necessarily demonstrate flaws unique to the proposed 
rule change, but are more generally representative of the variation and 
complexity of disclosure practices in the municipal securities 
market.\51\ The MSRB further stated its belief that it can, and intends 
to, mitigate some potential investor confusion by making various 
investor education resources available on the EMMA Portal in 
conjunction with the proposed rule change.\52\ Moreover, the MSRB 
stated, it continues to believe that the design of the Submission 
Calculator adequately accounts for the broad variety of common 
disclosure practices in the municipal securities market and promotes 
greater transparency, including by making financial information more 
readily apparent to investors, market professionals, and the general 
public through the EMMA Portal.\53\
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    \51\ See MSRB Response Letter.
    \52\ Id.
    \53\ Id.
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    The MSRB further noted that, as described in the Notice of 
Filing,\54\ the Board evaluated various alternatives to and iterations 
of the Submission Calculator.\55\ After significant deliberation and 
review of the data currently reported to the EMMA system, the MSRB 
determined that the Submission Calculator would be superior to other 
alternatives because it could account for the lack of common uniformity 
in the reporting of financial information characteristic to the 
municipal securities market, while also creating no new burdens on 
issuers and obligated persons submitting information to the EMMA 
Portal.\56\ Nevertheless, in consideration of the comments to the 
proposed rule change, the MSRB emphasized that it is committed to work 
with stakeholders on future enhancements to the EMMA Portal.\57\
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    \54\ See Notice of Filing, 84 FR at 65442.
    \55\ See MSRB Response Letter.
    \56\ Id.
    \57\ Id.
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IV. Discussion and Commission Findings

    The Commission has carefully considered the proposed rule change, 
the comment letters received, and the MSRB Response Letter. The 
Commission finds that the proposed rule change is consistent with the 
requirements of the Act and the rules and regulations thereunder 
applicable to the MSRB.
    The Commission believes that the proposed rule change is consistent 
with Section 15B(b)(2)(C) of the Act, which provides in part that the 
MSRB's rules shall:

be designed to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, to 
foster cooperation and coordination with persons engaged in 
regulating, clearing, settling, processing information with respect 
to, and facilitating transactions in municipal securities and 
municipal financial products, to remove impediments to and perfect 
the mechanism of a free and open market in municipal securities and 
municipal financial

[[Page 10491]]

products, and, in general, to protect investors, municipal entities, 
obligated persons, and the public interest.\58\
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    \58\ 15 U.S.C. 78o-4(b)(2)(C).

    For the reasons set forth below, the Commission believes that the 
proposed rule change would promote the protection of investors and the 
public interest, and prevent fraudulent and manipulative acts and 
practices, and is therefore consistent with Section 15B(b)(2)(C) of the 
Act.
    The Commission has long been concerned with disclosure in both the 
primary and secondary markets for municipal securities, and has 
regularly encouraged municipal issuers to provide timely and accurate 
information to investors and the trading markets.\59\ For example, in 
the 1994 Interpretive Release, the Commission observed that ``[t]he 
timeliness of financial information is a major factor in its 
usefulness.'' \60\ In the 2008 Adopting Release, through which the 
Commission designated EMMA as the sole repository for issuer and 
obligated person continuing disclosures, the Commission noted that its 
``objective of encouraging greater availability of municipal securities 
information remains unchanged.'' \61\ More recently, the Commission has 
noted that, among other things, timeliness of disclosures is a major 
challenge in the secondary market for municipal securities.\62\
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    \59\ See Exchange Act Release No. 34961 (November 10, 1994), 59 
FR 59590 (November 17, 1994); Exchange Act Release No. 33741 (March 
9, 1994), 59 FR 12748 (March 17, 1994) (the ``1994 Interpretive 
Release''); Exchange Act Release No. 59062 (December 5, 2008), 73 FR 
76104, 76108 (December 15, 2008) (``2008 Adopting Release''); 
Securities and Exchange Commission, Report on the Municipal 
Securities Market (July 31, 2012) (``2012 Report''), available at 
https://www.sec.gov/news/studies/2012/munireport073112.pdf; Exchange 
Act Release No. 83885 (August 20, 2018), 83 FR 44700 (August 31, 
2018).
    \60\ See 1994 Interpretive Release, 59 FR at 12753.
    \61\ See 2008 Adopting Release, 73 FR at 76108.
    \62\ See 2012 Report at 74.
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    The Commission believes that the changes to the EMMA Portal 
contemplated by the proposed rule change would promote the protection 
of investors and the public interest by increasing their awareness and 
understanding of the type and timing of financial information available 
in the municipal securities market, which could enable investors to 
make more informed investment decisions. The Commission believes that 
the changes to the EMMA Portal contemplated by the proposed rule change 
also would enable investors and others to more readily locate and 
access the financial information available on the EMMA Portal and 
provide investors and others with additional tools to evaluate an 
issuer's disclosure practices.
    The Commission further believes that the proposed rule change would 
promote the prevention of fraudulent and manipulative acts and 
practices by fostering a better understanding among investors and other 
market participants of the type and timing of annual financial 
information available in the municipal securities market by making the 
type and timing of financial information more readily apparent on the 
EMMA Portal. In the Commission's view, the proposed rule change could 
mitigate certain information asymmetries that may exist in the market 
and thereby enable investors to make more informed investment decisions 
and protect themselves from fraud.
    In approving the proposed rule change, the Commission has 
considered the proposed rule change's impact on efficiency, 
competition, and capital formation.\63\ Section 15B(b)(2)(C) of the Act 
\64\ requires that MSRB rules not be designed to impose any burden on 
competition not necessary or appropriate in furtherance of the purposes 
of the Act. The Commission does not believe that the proposed rule 
change would impose any burden on competition not necessary or 
appropriate in furtherance of the purposes of the Act, because it would 
not require issuers and other submitters of information to EMMA to 
provide any additional information in their submissions. Furthermore, 
the Commission believes that the potential for increased transparency 
and awareness regarding the timing of financial information available 
on the EMMA Portal could improve competition by assisting investors in 
their analysis of a municipal security's financial information by 
clearly and prominently displaying a measure of the timing of that 
information.
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    \63\ 15 U.S.C. 78c(f).
    \64\ 15 U.S.C. 78o-4(b)(2)(C).
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    The Commission has reviewed the record for the proposed rule change 
and notes that the record does not contain any information to indicate 
that the proposed rule change would have a negative effect on capital 
formation. The Commission believes that the proposed rule change 
includes provisions that help promote efficiency. By promoting 
transparency and awareness of the timing of annual financial 
information, the proposed rule change could enable more efficient 
analysis by investors and others of the age of the financial 
information available about an issuer and its securities.
    As noted above, the Commission received five comment letters on the 
filing. The Commission believes that the MSRB, through its responses, 
has addressed commenters' concerns. For the reasons noted above, the 
Commission believes that the proposed rule change is consistent with 
the Act.

V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\65\ that the proposed rule change (SR-MSRB-2019-13) be, and hereby 
is, approved.
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    \65\ 15 U.S.C. 78s(b)(2).

    For the Commission, pursuant to delegated authority.\66\
Jill M. Peterson,
Assistant Secretary.


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    \66\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 2020-03531 Filed 2-21-20; 8:45 am]
BILLING CODE 8011-01-P


