US System of Self-Regulation through SROs: Strengths and Areas for Reform
What are the most substantial/significant contributions of the current SRO system in the United States?
What areas present the greatest need for reform?
How can the private versus “state actor” functions of non-exchange SROs be reconciled?
Chief Counsel, Division of Trading and Markets
US Securities and Exchange Commission
Trading markets division oversees oversees rules, rule changes, etc. Promulgate rules, exposes to the public. Dodd-Frank gives strict deadlines now, which if exceeded leads to proceedings, which now means further time to evaluate, decide, and additional public exposure.
Municipal Securities Rulemaking Board (MSRB)
Created in 1975 to deal with egregious conduct. Regulates the muni market. Writes rules and others enforce. SEC regulates on anti-fraud. Protect muni issuers since Dodd-Frank. Provides data to other regulators.
Daniel J. Roth
President and CEO
National Futures Association
SRO deals with Futures & Swaps — interacts with the CFTC. NFA is to CFTC as FINRA is to the SEC regarding crafting of regulations.
Moderated by: Cheryl L. Evans, CFA Institute
DM Note: attendance down to about 50 at this point.
Q to LK: How does MSRB “protect issuers?”
LK: Qualified professionals are held to a higher standard. [DM: note Poway School District…]
Q: What do you look for in an SRO?
DJR: Mandatory membership is needed, which makes expulsion end the business of the one thrown out.
LK: Collection of data is important. Led the way on “pay to play” issues. Argues that the muni market is the most transparent bond market after Treasuries. [DM: I doubt that.]
DB: Authority, Deep Knowledge, Sanctions help make for a good SRO.
Q: How can SROs aid regulators with data issues?
DB: we are data hungry in order to classify market participants. MIDAS — more timely analysis of market trading data.
LK: Aids in collecting analyzing data. Analyzes trade data daily. Responds to requests from law enforcement and regulators. They have allocated a lot more time and money getting analyses together.
DJR: Drawing together all of the data is tough, but when you do it, you uncover anomalies. Constantly developing new systems. Have to have human intervention, computers aren’t enough.
Q to DB: How are you increasing your analyses of data at the SEC?
DB: lots of ways, one example is churning.
Q: Conflict challenges, how do you deal with them?
DJR: Create a system of checks and balances. 34 people on his board, public director are the largest bloc. Diverse interest also sometimes checks matters.
LK: We are audited. Staff is independent of the board. Directors must be competent & ethical.
Q to LK: How do you provide interpretative guidance?
LK: they try to interact quietly with the regulators to resolve differences of opinion.
DB: FINRA is in the same place regarding the SEC. FINRA has to enforce SEC securities rules.
Q: What the data sharing rules regarding agencies and SROs?
DJR: CFTC has full access to our data. We notify other affiliated regulators/SROs.
LK: Formal rules w/FINRA, IRS, banking regulators, etc., law enforcement via subpoenas.
Q to LK: Additional financial information on new issues?
LK: No authority over financial issuers, more frequent disclosure would be better. We make our systems easy for issuers to upload data. FOIA requests can be made as well on issuers. Munis are not high quality liquid securities.
Q: Thoughts on principles-based rules and regulations?
DB: perennial issue, we will never be fully one way or another. Market participants request rules to guide them when principles are issued.
DJR says that principles-based rules allow them to be tougher. Market participants have a rule: they complain. (laughter from audience)