Publication or Submission of Quotations Without Specified Information
Summary
SIFMA and SIFMA AMG provided comments on the Securities and Exchange Commission’s (SEC) proposed amendments to Exchange Act Rule 15c2-11 (the “Proposal”). SIFMA thanks the Commission for taking this important step and for responding to concerns that market participants have raised for several years regarding the current scope of Rule 15c2-11.
Excerpt
The Proposal would revise Rule 15c2-11 to refer only to “equity securities,” as defined in Exchange Act Rule 3a11-1, without otherwise changing the rule’s substantive information- gathering and review requirements. This letter discusses the Proposal as it relates to fixed-income securities, and SIFMA expects to submit a follow-on letter addressing additional recommendations regarding other types of securities, including issues raised by the proposal’s incorporation of the Rule 3a11-1 definition of “equity security.”4
SIFMA strongly supports revising Rule 15c2-11 so that it explicitly applies only to equity securities and no longer can be interpreted to scope in fixed-income products. The proposal is a constructive and important correction that appropriately aligns the rule with the manipulative trading concerns historically associated with the over-the-counter equity markets, rather than fixed-income markets including Rule 144A debt, asset-backed securities (“ABS”), and municipal securities. The Commission itself recognizes in the proposing release that the regulatory concerns underlying Rule 15c2-11 were manipulative schemes observed in the OTC equity markets, particularly involving issuers with little or no business activity or assets, and that the rule was designed to prevent broker-dealers from initiating market-making activity critical to those schemes. 1
SIFMA is not repeating here the full litany of arguments against the Commission’s 2021 decision to begin to enforce the Rule in fixed income markets as set forth in the SIFMA/SIFMA AMG letter dated March 2, 2026, which SIFMA incorporates by reference and has attached to this letter. 2