Disruptive Quoting and Trading Activity
In December 2016, FINRA implemented two new rule changes regarding disruptive quoting and trading activity. The first rule change adopts new Supplementary Material .03 to Rule 5210 (Publication of Transactions and Quotations) to explicitly define and specifically prohibit for purposes of Rule 5210 two types of quoting and trading activity that are deemed to be disruptive. The first type of activity involves a party entering multiple limit orders on one side of the market that changes the level of supply and demand for the security, entering one or more orders on the opposite side of the market that are subsequently executed, and, following the execution, canceling the original limit orders. The second type of activity consists of a party placing an order inside the national best bid and offer, and then submitting an order on the opposite side of the market to execute against another market participant that joined the new inside market.
The second rule change amends the FINRA procedural rules regarding temporary cease and desist orders (TCDOs), found in the Rule 9800 Series, to create a process for FINRA to issue, on an expedited basis, a permanent cease and desist order against a respondent that engages in a frequent pattern or practice of the disruptive quoting and trading activity in Supplementary Material .03 to Rule 5210.
• FINRA Regulatory Notice 17-22 (June 2017): FINRA Adopts Rules on Disruptive Quoting and Trading Activity and Expedited Proceedings
FINRA encourages firms to review their practices regarding stop (or stoploss) orders, with an emphasis on educating investors regarding the risks and benefits of stop orders and special considerations around the use of stop orders during volatile market conditions. To accomplish this, firms should consider, among other things, providing targeted training to registered representatives regarding the risks associated with stop orders and, where appropriate, making alternative recommendations to meet customer objectives. Firms that allow customers to enter stop orders directly online should ensure that they prominently provide clear and comprehensive disclosures to customers at the time of order entry. Firms should also consider implementing systemic safeguards around the use of stop orders.
• FINRA Regulatory Notice 16-19 (May 2016): FINRA Issues Guidance Regarding the Use of Stop
Orders During Volatile Market Conditions
Best Execution Rule
In light of the increasingly automated market for equity securities and standardized options, and recent advances in trading technology and communications in the fixed income markets, FINRA reiterates the best execution obligations that apply when firms receive, handle, route or execute customer orders in equities, options and fixed income securities. FINRA reminds firms of their obligations, as previously articulated by the SEC and FINRA, to regularly and rigorously examine execution quality likely to be obtained from the different markets trading a security.
• FINRA Regulatory Notice 15-46 (November 2015): Guidance on Best Execution Obligations in Equity, Options and Fixed Income Markets
SEC Issued an Order Approving the National Market System (NMS) Plan to Implement a Tick Size Pilot Program by the National Securities Exchanges and FINRA
On May 6, 2015, the SEC issued an order approving the NMS Plan to implement a Tick Size Pilot Program by the National Securities Exchanges and FINRA. The order approved the NMS Plan for a two-year period and will officially commence on October 3, 2016. The Tick Size Pilot is a data-driven test to evaluate whether or not widening the tick size for securities of smaller capitalization companies would impact trading, liquidity and market quality of those securities. The pilot will consist of a control group and three test groups, with each test group having approximately 400 securities.
• Visit FINRA Tick Size Pilot Program for more information
Limit Up/Limit Down Plan Program
On May 31, 2012, the SEC approved the NMS Plan to Address Extraordinary Market Volatility (Plan), which was filed by FINRA and the other self-regulatory organizations and is designed to address the type of sudden price movements that the market experienced on the afternoon of May 6, 2010. The Plan provides for a market-wide limit up and limit down (LULD) mechanism to prevent trades in NMS stocks from occurring outside of specified price bands, coupled with trading pauses to accommodate more fundamental price moves. The Plan is designed, among other things, to protect investors and promote fair and orderly markets.
• FINRA Regulatory Notice 16-26 (July 2016): FINRA Adopts Amendments Relating to the Regulation NMS Plans to Address Extraordinary Market Volitality
• FINRA Regulatory Notice 13-12 (March 2013): FINRA Adopts Amendments Relating to Regulation NMS Plan to Address Extraordinary Market Volatility
Cross Market Equities Supervision: Potential Manipulation Report
FINRA has developed a new report to assist firms with monitoring their supervision for trading behaviors that may be designed to manipulate the market. This new Cross Market Equities Supervision: Potential Manipulation Report displays exceptions around two behaviors—layering and spoofing—concerns recently highlighted in FINRA’s 2016 Regulatory Examination Priorities Letter.
Equity Trading Initiatives: Supervision and Control Practices for Algorithmic Trading Strategies
As algorithmic trading strategies, including high frequency trading strategies, have grown to compose a substantial portion of activity on U.S. securities markets, the potential for these strategies to adversely impact market and firm stability has likewise grown. Although a reasonable supervision and control program may not foresee every potential failure or prevent every undesirable consequence, in an effort to reduce the future occurrence of such potential issues, FINRA is providing guidance on effective supervision and control practices for member firms and market participants that use algorithmic strategies. These effective practices are focused on five general areas: General Risk Assessment and Response; Software/Code Development and Implementation; Software Testing and System Validation; Trading Systems; and Compliance.
• FINRA Regulatory Notice 15-09 (March 2015): Guidance on Effective Supervision and Control Practices for Firms Engaging in Algorithmic Trading Strategies
FINRA Rule 3110 (Supervision) includes a provision to help firms comply with their obligation under Section 15(g) of the Securities Exchange Act of 1934 to have policies and procedures in place reasonably designed to prevent potential insider trading. Rule 3110(d) requires that firms include in their supervisory procedures a process for reviewing securities transactions in certain types of accounts that is reasonably designed to identify trades that may violate insider trading prohibitions. When implementing these policies and procedures, firms may take a risk-based approach to monitoring transactions that takes into account their specific business models. Rule 3110 became effective on December 1, 2014.
• FINRA Regulatory Notice 14-10 (March 2014): SEC Approves New Supervision Rules
• SEC Enforcement Actions: Insider Trading Cases
• SEC Staff Summary Report on Examinations of Information Barriers: Broker-Dealer Practices Under Section 15(g) of the SEA (September 2012)