FINRA's concept proposal on fixed‐income research reports

The purpose of the paper is to explain Financial Industry Regulatory Authority (“FINRA”) Regulatory Notice 11 11, which requests comment on a concept proposal to further regulate fixed income research reports, including through both substantive regulation and additional disclosure requirements.

The paper explains the background, including the application of FINRA's current research rules to only equity securities; definitions, including FINRA's proposed definition of a “debt security” as other than an “equity security,” a “treasury security”, of a municipal security; proposed standard and requirements, including most of the provisions of NASD Rule 2711; the institutional investor exemption, including an opt‐out provision; both permitted and prohibited communication between fixed‐income research analysts and fixed‐income sales and trading personnel; and the likely impact of the concept proposal on firms and investors.

The proposed rule extends regulatory requirements to fixed‐income research that are similar to those applicable to equity research, while subjecting research distributed solely to institutional investors to a more general “health warning”.

The proposed rule will likely precipitate cultural and business shifts at firms that both provide debt research services and may encourage a shift towards research disseminated solely to institutional investors.

The paper presents practical guidance from experienced financial services lawyers.