Notice2024-02862
Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Order Granting Approval of a Proposed Rule Change To Amend MSRB Rule G-12 To Promote the Completion of Allocations, Confirmations, and Affirmations by the End of Trade Date
Primary source
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Published
February 13, 2024
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 89 Issue 30 (Tuesday, February 13, 2024)</title>
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[Federal Register Volume 89, Number 30 (Tuesday, February 13, 2024)]
[Notices]
[Pages 10110-10114]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-02862]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-99484; File No. SR-MSRB-2023-07]
Self-Regulatory Organizations; Municipal Securities Rulemaking
Board; Order Granting Approval of a Proposed Rule Change To Amend MSRB
Rule G-12 To Promote the Completion of Allocations, Confirmations, and
Affirmations by the End of Trade Date
February 7, 2024.
I. Introduction
On December 20, 2023, the Municipal Securities Rulemaking Board
(``MSRB'') filed with the Securities and Exchange Commission (``SEC''
or ``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'' or ``Exchange Act'') \1\ and Rule 19b-4
thereunder,\2\ a proposed rule change to amend MSRB Rules G-12 (``Rule
G-12''), on uniform practice, to promote the completion of allocations,
confirmations, and affirmations by the end of the day on trade date for
municipal securities transactions between brokers, dealers and
municipal securities dealers and their institutional customers to
facilitate the move to a settlement cycle of one business day (the
``proposed rule change'').\3\
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ Securities Exchange Act Release No. 34-99226 (December 21,
2023), 88 FR 89796 (December 28, 2023) (``Notice'').
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The MSRB requested that the proposed rule change be approved with
an implementation date of May 28, 2024, to align with the
implementation date for Exchange Act Rule 15c6-1, as
[[Page 10111]]
amended,\4\ and new Exchange Act Rule 15c6-2.\5\
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\4\ See Securities Exchange Act Release No. 96930 (Feb. 15,
2023), 88 FR 13872, 13916 (Mar. 6, 2023) (``SEC's T+1 Adopting
Release'').
\5\ See SEC's T+1 Adopting Release, 88 FR at 13918. If the
Commission's compliance date were to change, the MSRB stated that it
would issue a regulatory notice to modify the compliance date to
remain aligned with the Commission's compliance date. See Notice, 88
FR at 89799.
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The proposed rule change was published for comment in the Federal
Register on December 28, 2023.\6\ The Commission received two comment
letters \7\ on the proposed rule change. On February 1, 2024, the MSRB
responded to the comment letters.\8\ As described further below, the
Commission is approving the proposed rule change.
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\6\ See Notice, 88 FR at 89796.
\7\ See Letter from Leslie M. Norwood, Managing Director and
Associate General Counsel, Securities Industry and Financial Markets
Association, dated January 18, 2024 (``SIFMA Letter''); and Letter
from RJ Rondini, Director, Securities Operations, Investment Company
Institute, dated January 18, 2024 (``ICI Letter'').
\8\ See Letter to Secretary, Commission, from Ernesto A. Lanza,
Chief Regulatory and Policy Officer, MSRB, dated February 1, 2024
(``MSRB Letter'').
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II. Description of the Proposed Rule Change
The MSRB stated that the proposed rule change would amend Rule G-12
by adding a new section (k) to promote the completion of allocations,
confirmations, and affirmations by the end of the day on trade date for
transactions in municipal securities between brokers, dealers and
municipal securities dealers (``dealers'') and their institutional
customers.\9\ According to the MSRB, this proposed rule change would
align with the same-day allocation, confirmation, and affirmation
process for equities and corporate bonds under Exchange Act Rule 15c6-
2, as adopted.\10\ Although Exchange Act Rule 15c6-2, as adopted,\11\
does not apply to municipal securities transactions, the MSRB believes
that the same-day allocation, confirmation, and affirmation process for
municipal securities transactions in the secondary market should be
consistent with that for equity and corporate bond transactions.\12\
According to the MSRB, the proposed rule change is designed to
facilitate the industry's move to a settlement cycle of one business
day (``T+1'') as described further below.\13\ To align with Exchange
Act Rule 15c6-2, as adopted,\14\ the MSRB is proposing to amend Rule G-
12 by adding a section (k) to require dealers effecting municipal
securities transactions subject to the T+1 settlement cycle to either
enter into written agreements as specified in the proposed rule change
or establish, maintain, and enforce written policies and procedures
reasonably designed to address certain objectives related to completing
allocations, confirmations, and affirmations as soon as technologically
practicable and no later than the end of the day on the trade date.\15\
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\9\ See Notice, 88 FR at 89797.
\10\ 17 CFR 240.15c6-2.
\11\ Id.
\12\ See Notice, 88 FR at 89797.
\13\ Id.
\14\ Id.
\15\ See Notice, 88 FR at 89797-98.
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A. Background
The Commission initially adopted Exchange Act Rule 15c6-1 \16\ in
1993 to shorten the settlement cycle of most equity and corporate bond
transactions from the industry standard of within five business days
(``T+5'') to requiring settlement within three business days
(``T+3'').\17\ The T+3 settlement cycle remained in effect until 2017
when the Commission amended Exchange Act Rule 15c6-1 \18\ to require
the settlement of most equity and corporate bond transactions within
two business days (``T+2'').\19\ On February 15, 2023, the Commission
adopted amendments to Exchange Act Rule 15c6-1 (``Amended Exchange Act
Rule 15c6-1'') \20\ to further shorten the settlement process,
requiring the settlement of most equity and corporate bond transactions
on T+1. In alignment with Amended Exchange Act Rule 15c6-1, the MSRB
amended its Rule G-12(b)(ii)(B)-(D) and Rule G-15(b)(ii)(B)-(C) to
define regular-way settlement as occurring on the first business day
following the trade date rather than on the second business day
following the trade date.\21\
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\16\ 17 CFR 240.15c6-1.
\17\ Exchange Act Release No. 33023 (Oct. 6, 1993), 58 FR 52891
(Oct. 13, 1993). In adopting Exchange Act Rule 15c6-1, the
Commission set a compliance date of June 1, 1995, 58 FR at 52891.
\18\ 17 CFR 240.15c6-1.
\19\ Securities Exchange Act Release No. 80295 (Mar. 22, 2017),
82 FR 15564 (Mar. 29, 2017).
\20\ 17 CFR 240.15c6-1.
\21\ See Exchange Act Release No. 97585 (May 25, 2023), 88 FR
35961 (June 1, 2023) (File No. SR-MSRB-2023-03).
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In the SEC's T+1 Adopting Release, the Commission stated that
implementing a T+1 standard settlement cycle would require significant
improvements in the current rates of same-day allocations,
confirmations, and affirmations to help ensure timely settlement in a
T+1 environment.\22\ In the SEC's T+1 Adopting Release, the Commission
adopted new Exchange Act Rule 15c6-2 to establish requirements that
facilitate the completion of allocations, confirmations, and
affirmations by the end of the trade date, helping to facilitate the
settlement of institutional transactions in a T+1 or shorter standard
settlement cycle by promoting the timely and orderly transmission of
trade data necessary to achieve settlement.\23\
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\22\ See SEC's T+1 Adopting Release, 88 FR at 13890.
\23\ See id. at 13947.
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Exchange Act Rule 15c6-2 provides two options by which broker-
dealers may comply with the rule, as adopted.\24\ The first option
under Exchange Act Rule 15c6-2 provides that, where parties have agreed
to engage in an allocation, confirmation, or affirmation process, a
broker-dealer would be prohibited from effecting or entering into a
contract for the purchase or sale of a security (other than an exempted
security, a government security, a municipal security, commercial
paper, bankers' acceptances, or commercial bills) on behalf of a
customer unless such broker-dealer has entered into a written agreement
with the customer that requires the allocation, confirmation,
affirmation, or any combination thereof, to be completed no later than
the end of the day on trade date in such form as may be necessary to
achieve settlement in compliance with Exchange Act Rule 15c6-1(a).\25\
The second option under Exchange Act Rule 15c6-2 provides an
alternative where, in lieu of a written agreement, a broker-dealer may
choose to establish, maintain, and enforce written policies and
procedures reasonably designed to ensure the completion of the
allocation, confirmation, affirmation, or any combination thereof, for
the transaction as soon as technologically practicable and no later
than the end of the day on trade date in such form as necessary to
achieve settlement of the transaction.\26\ Exchange Act Rule 15c6-2
sets out several specific requirements for such written policies and
procedures.\27\
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\24\ 17 CFR 240.15c6-2.
\25\ 17 CFR 240.15c6-2(a)(1).
\26\ 17 CFR 240.15c6-2(a)(2).
\27\ 17 CFR 240.15c6-2(b)(1-5).
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B. Summary of the Proposed Rule Change
The MSRB explained that shortening the affirmation, allocation, and
confirmation process can serve to reduce operational risks that can be
present between trade date and settlement date, which can promote
investor protection, help reduce the risk settlement fails and the
capital required
[[Page 10112]]
to mitigate this risk.\28\ The MSRB stated that, in support of these
objectives and to promote regulatory consistency, the affirmation,
allocation, and confirmation processes for municipal securities
transactions in the secondary market should be consistent with that for
equity and corporate bond transactions.\29\ The MSRB noted that market
efficiencies could be eroded if market participants encounter different
affirmation, allocation, and confirmation processes when replacing
equity or corporate bonds with municipal securities.\30\ According to
the MSRB, in order to continue to maintain consistency across asset
classes and harmonize with Amended Exchange Act Rule 15c6-2,\31\ it
proposed to amend Rule G-12 to require affirmation, allocation, and
confirmation as occurring on T+1.\32\
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\28\ See Notice, 88 FR at 89800. See also SEC's T+1 Adopting
Release, 88 FR at 13919.
\29\ See Notice, 88 FR at 89797.
\30\ See Notice, 88 FR at 89800.
\31\ 17 CFR 240.15c6-2.
\32\ See Notice, 88 FR at 89799.
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The MSRB stated that the proposed amendments to Rule G-12 would add
a new section (k) that would establish the core standard of same-day
allocation, confirmation and affirmation for all regular-way
transactions in municipal securities required to be settled on the
first business day following the trade date under Rule G-12(b)(ii)(B)
or MSRB Rule G-15(b)(ii)(B).\33\ The MSRB explained that, similar to
Exchange Act Rule 15c6-2, proposed Rule G-12(k)(ii) would provide two
options by which dealers would comply with the rule to meet the
standard of same-day allocation, confirmation and affirmation for all
regular-way transactions in municipal securities, also referred to as
``same-day affirmation.'' \34\ According to the MSRB, the first option
under the newly added section (k)(ii)(A) to Rule G-12 would allow
dealers to enter into a written agreement with the relevant parties to
ensure completion of the allocation, confirmation, affirmation, or any
combination thereof, for the transaction as soon as technologically
practicable and no later than the end of the day on trade date in such
form as necessary to achieve settlement of the transaction.\35\
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\33\ See id. at 89797.
\34\ See id. at 89797-98.
\35\ See id. at 89798.
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The MSRB also explained the second option to meet the core standard
of same-day allocation, confirmation, and affirmation is listed in the
proposed amendment to Rule G-12 under the newly added section
(k)(ii)(B).\36\ According to the MSRB, under this option dealers would
be required to establish, maintain, and enforce written policies and
procedures reasonably designed to ensure completion of the allocation,
confirmation, and affirmation for the transaction as soon as
technologically practicable and no later than the end of the day on
trade date.\37\ The MSRB explained that the proposed new section Rule
G-12(k)(ii)(B) sets five minimum requirements that the policies and
procedures must meet.\38\ The MSRB also explained that under proposed
Rule G-12(k)(iii)(A), such policies and procedures must be reasonably
designed to ensure that the dealer considers holistically the range of
systems and tools it has available to facilitate the same-day
affirmation objective, as well as the range of operations and processes
that a dealer uses to facilitate same-day affirmations across different
customer and commercial relationships.\39\ The MSRB stated that this
policies and procedures alternative in proposed Rule G-12(k)(ii)(B)
could help ensure that, when the parties to a transaction encounter
obstacles that may prevent them from completing an allocation,
confirmation, or affirmation on trade date, they have policies and
procedures to navigate, address, and, when possible, mitigate or
overcome such obstacles.\40\
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\36\ See id.
\37\ See id.
\38\ See id.
\39\ See id.
\40\ See id.
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C. Compliance Date
The MSRB stated that the compliance date of the proposed rule
change will correspond with the industry's transition to T+1 settlement
consistent with the compliance date for amended Exchange Act Rule 15c6-
1,\41\ which is currently scheduled for May 28, 2024. The MSRB
indicated that if the Commission's compliance date were to change, the
MSRB would issue a regulatory notice to modify the compliance date of
the proposed rule change to remain aligned with the Commission's
revised compliance date.\42\
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\41\ Notice, 88 FR at 89799. See also SEC's T+1 Adopting
Release, 88 FR at 13916.
\42\ Notice, 88 FR at 89799.
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III. Summary of Comments Received to the Proposed Rule Change
The Commission received two comment letters \43\ on the proposed
rule change, as well as a response \44\ from the MSRB to the comment
letters. The two commenters expressed support for the proposed rule
change and no commenters objected to the proposed rule change.
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\43\ See SIFMA Letter; ICI Letter.
\44\ See MSRB Letter.
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Two commenters expressed support for the proposed rule change
related to the alignment of the allocation, confirmation, and
affirmation process for municipal securities with the process for
equities and corporate bonds under Exchange Act Rule 15c6-2, as
amended.\45\
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\45\ See SIFMA Letter; ICI Letter.
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One commenter opined that that it is not practical for securities
trading after 4:30 p.m. to meet the same-day affirmation requirements
and requested that the affirmation process for securities trading after
4:30 p.m. be extended to the next day.\46\ The MSRB responded that it
appreciated this feedback, but noted that extending the affirmation
process to the next day would deter the core purpose of the proposed
rule change of facilitating the industry's move to T+1 settlement.\47\
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\46\ See SIFMA Letter at 3.
\47\ See MSRB Letter at 2-3.
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One commenter questioned the practicality of requiring trade
allocations by 7:00 p.m. and affirmations by 9:00 p.m. on trade
date.\48\ The MSRB responded that the proposed rule change does not
include a requirement to complete trade allocations by 7:00 p.m. and
affirmations by 9:00 p.m. on trade date.\49\ Instead, the MSRB
explained, the proposed rule change intentionally adopts the language
``end of the day on trade date'' (rather than requiring a specific
time) to allow firms to maximize their internal processes to meet the
appropriate cutoff times and other deadlines, as soon as
technologically practicable.\50\
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\48\ See SIFMA Letter at 3.
\49\ See MSRB Letter at 3.
\50\ See id.
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One commenter expressed concerns over examination and enforcement
of the proposed rule change.\51\ The MSRB responded that it does not
have enforcement or examination authority and believes that the
appropriate regulatory agencies will undertake their examination and
enforcement duties in a manner consistent with Exchange Act Rule 15c6-
2.\52\
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\51\ See SIFMA Letter at 3.
\52\ See MSRB Letter at 4.
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One commenter requested that enforcement of the proposed rule
change be delayed because of its opinion that dealers will have a
shorter time frame to implement the provisions of the proposed rule
change as compared to the implementation of Exchange Act Rule 15c6-
2.\53\ The MSRB
[[Page 10113]]
responded that while it believes that dealers have had adequate notice
to allow them to make the necessary preparations to comply with the
proposed rule change, it is ultimately up to the Commission, the
Financial Industry Regulatory Authority (``FINRA''), and other
appropriate regulatory agencies to make determinations regarding their
examination or enforcement postures.\54\
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\53\ See SIFMA Letter at 4.
\54\ See MSRB Letter at 4-5.
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The MSRB stated that it continues to believe the proposed rule
change is reasonable and that the proposed rule change is necessary and
appropriate to foster cooperation and coordination with persons engaged
in regulating, clearing, settling, processing information with respect
to, and facilitating transactions in municipal securities by applying
the same standard for same-day affirmation across all asset
classes.\55\
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\55\ See id. at 5.
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IV. Discussion and Commission's Findings
The Commission has carefully considered the proposed rule change,
the comment letters received, and the MSRB's response thereto. 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.
In particular, the Commission believes that the proposed rule
change is consistent with the provisions of Section 15B(b)(2)(C), 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 products, and, in general, to
protect investors, municipal entities, obligated persons, and the
public interest.\56\ The Commission believes that the proposed rule
change will: (i) foster cooperation and coordination with persons
engaged in regulating, clearing, settling, processing information with
respect to, and facilitating transactions in municipal securities by
applying the same standard for same-day allocation, confirmation and
affirmation established by the SEC to transactions in municipal
securities; (ii) remove impediments to and perfect the mechanism of a
free and open market in municipal securities and municipal financial
products; and (iii) protect investors, municipal entities, obligated
persons, and the public interest.
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\56\ 15 U.S.C. 78o-4(b)(2)(C).
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A. Foster Cooperation and Coordination With Persons Engaged in
Regulating, Clearing, Settling, Processing Information With Respect to,
and Facilitating Transactions in Municipal Securities
The Commission believes that the proposed amendments to Rule G-12
would 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. In particular, the Commission notes that the
proposed rule change applies the same standard for same-day allocation,
confirmation and affirmation established by the Commission to
transactions in municipal securities. As such, the Commission finds
that the proposed rule change would continue to ensure that the
standard for same-day allocation, confirmation and affirmation remains
synchronous across classes of securities (including municipal
securities). By avoiding different standards for same-day allocation,
confirmation and affirmation for municipal securities, the proposed
rule change would avoid regulatory confusion, simplify compliance, and
reduce risk (e.g., operational error).
In addition, the proposed rule change would foster cooperation and
coordination among regulators (such as the MSRB, the Commission, FINRA,
and other authorities that examine dealers for compliance with MSRB
rules) by having similar same-day allocation, confirmation, and
affirmation standards as the Commission. The Commission further
believes that the proposed rule change would foster cooperation and
coordination among market participants by incentivizing dealers to
identify and deploy effective practices for achieving allocations,
confirmations, and affirmations ex ante, thereby improving the rate of
allocations, confirmations, and affirmations over time, which in turn
can enhance the adoption of the industry's move to T+1. These positive
effects would be experienced by municipal securities market
participants involved in regulating, clearing and settling, and
processing information for municipal securities transactions. As the
proposed rule change promotes cooperation and coordination among market
participants and regulators, the Commission finds that the proposed
rule change would 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.
B. Remove Impediments to and Perfect the Mechanism of a Free and Open
Market
The Commission also believes the proposed rule change would serve
to remove impediments to and perfect the mechanism of a free and open
market in municipal securities and municipal financial products. The
Commission notes that the proposed rule change yields long-term
benefits for a range of market participants by promoting an orderly
settlement process that reduces exceptions and other processing errors
that could lead to settlement failures. In particular, the Commission
notes that proposed rule change would allow for agreements or policies
and procedures to be in place that would give dealers means by which to
address potential obstacles in the same-day affirmation, allocation,
and confirmation processes. The Commission believes that such
agreements or policies and procedures will promote accuracy and
efficiency in the market by lowering the likelihood of a settlement
failure and fostering improvements to processes over time. As the
proposed rule change reduces operational risk and increases accuracy
and efficiency, the Commission finds that the proposed rule change
removes impediments to and perfects the mechanism of a free and open
market in municipal securities and municipal financial products.
C. Protect Investors, Municipal Entities, Obligated Persons, and the
Public Interest
The Commission believes that the proposed rule change would promote
investor protection and the public interest. The Commission notes that
without the proposed rule change, market participants would encounter
different standards between municipal securities and other securities
such as equity and corporate bonds, which could result in market
inefficiencies and cause confusion, especially for investors who trade
both municipal securities and other securities. The Commission notes
that the proposed rule change harmonizes those standards across
security classes, which reduces the potential for settlement failures,
and more generally, reduces the potential for operational risk. Given
the associated
[[Page 10114]]
risk reduction, the Commission finds that the proposed rule change
would promote investor protection and the public interest.
In approving the proposed rule change, the Commission has
considered the proposed rule change's impact on efficiency,
competition, and capital formation. Section 15B(b)(2)(C) of the Act
\57\ 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 believes the proposed rule change to amend
Rule G-12 would not impose any burden on competition and would not have
an impact on competition, as the proposed rule change would apply a
uniform standard for same-day allocation, confirmation, and affirmation
for municipal securities to align with the standard applicable to,
among other securities, equity and corporate bond transactions under
Amended Exchange Act Rule 15c6-2.\58\ In addition, the proposed rule
change would apply equally to all dealers. As all components of the
proposed rule change would be applied equally to all registered dealers
transacting in municipal securities, the Commission believes that the
proposed rule change would not impose any additional burdens on
competition that are not necessary or appropriate in furtherance of the
purposes of the Act.
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\57\ 15 U.S.C. 78o-4(b)(2)(C).
\58\ 17 CFR 240.15c6-2.
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The Commission also finds that the proposed rule change will not
hinder capital formation. As noted above, the proposed rule change
ensures a uniform standard for same-day allocation, confirmation, and
affirmation across all asset classes of securities (including municipal
securities), and would be applied equally to all dealers. As such, the
Commission believes that the proposed rule change would promote clearer
regulatory requirements for the trade matching and affirmation process
of municipal securities transactions. Furthermore, a shorter standard
for allocations, confirmations, and affirmations may reduce the volume
of unsettled transactions that could potentially pose settlement risk,
and decrease liquidity risk by enabling market participants to access
the proceeds of their transactions sooner. Therefore, the Commission
also finds that the proposed rule change would promote efficiency of
the trade matching and affirmation process, and would not negatively
impact the municipal securities market's operational efficiency.
As noted above, the Commission received two comment letters on the
filing. The Commission believes that the MSRB, through its response,
addressed the commenters' concerns. For the reasons noted above, the
Commission believes that the proposed rule change is consistent with
the Exchange Act.
V. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Exchange Act,\59\ that the proposed rule change (SR-MSRB-2023-07) be,
and hereby is, approved.
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\59\ 15 U.S.C. 78s(b)(2).
For the Commission, pursuant to delegated authority.\60\
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\60\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-02862 Filed 2-12-24; 8:45 am]
BILLING CODE 8011-01-P
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