WASHINGTON — The Financial Industry Regulatory Authority is developing a system that will tell its examiners and firms’ compliance officials whether firms that sold munis with material-event disclosures passed that information on to customers.
Issuers must file notices with the Municipal Securities Rulemaking Board’s EMMA system describing delinquent principal and interest payments, unscheduled draws on debt-service reserves, or credit enhancements and other events.
Firms must track the material event notices that issuers file and must provide such information to customers.
Rick Ketchum, FINRA’s chairman and chief executive officer, mentioned the new system last week at the group’s fixed-income conference in New York.
Ketchum told broker-dealers attending the conference that they can expect to see enforcement actions for several muni violations, including failure to have adequate procedures to track material event notices and failure to pass on material information to customers.
“We are currently developing a municipal continuing disclosure report, which we expect to make available on the [FINRA] report center later this year,” he said. “The purpose of this report is to help firms ensure that they’re taking available material information into consideration in their transactions with customers in addition to making appropriate disclosures of material information at the time of trade.”
Market sources say Ketchum was talking about “report cards” that FINRA is developing for each firm to monitor its compliance with the rules.
The report cards also will be made available to FINRA examiners conducting compliance checks at firms.
Leslie Norwood, managing director and associate general counsel for the Securities Industry and Financial Markets Association, said, “We haven’t seen the report card so it’s difficult to talk about specifics.”
“SIFMA member firms are required to have policies and procedures in place to comply with Rules 15c2-12 and G-17,” said Norwood, who co-heads SIFMA’s muni securities division.
Currently, FINRA does not have any system for tracking the munis with material event disclosures, according to market sources. But FINRA officials are working with the MSRB and its EMMA system, which collects and posts issuers’ bond-related material event notices as well as their annual financial and operating information, to develop the report cards, the sources said.
FINRA wants to put together lists of all municipals with material event disclosures and use those to determine whether the firms sold those munis to customers. They then can determine whether the firms passed the material information onto those customers.
Munis are exempt from federal disclosure requirements. The Securities and Exchange Commission has tried to improve municipal disclosure through regulation of broker-dealers that underwrite and-or sell munis.
The SEC’s Rule 15c2-12 prohibits broker-dealers from buying or selling munis unless they reasonably believe the issuer has agreed to disclose the required information annual financial and operating information as well as notices of material events soon after the events occur. The rule requires broker-dealers to have procedures in place to promptly receive notices for the munis they recommend to customers.
In May, the SEC adopted new amendments to Rule 15c2-12 that expanded the number of events that could be considered material and that required some events to be disclose regardless of materiality. The MSRB’s Rule G-17 on fair dealing requires broker-dealers to disclose to customers at the time of trade all of the material facts they know about munis being traded.
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