Revolving Door Rules

FINRA’s Revolving Door provisions include Rules 9141(c), 9242(b) and 9910. These provisions limit or prohibit former FINRA officers or employees from making communications to, or appearances before, FINRA on behalf of another person when the purpose of the communication or appearance is to influence FINRA and codify existing confidentiality obligations of current and former FINRA officers and employees.

FINRA Rule 9141(c) addresses the possibility that a conflict of interest may exist when a former officer appears in front of a FINRA adjudicator on behalf of another person, subject to a one year cooling-off period.

FINRA Rule 9242(b) addresses the possibility that a conflict of interest may exist when a former officer provides expert testimony in a FINRA Disciplinary Proceeding on behalf of another person, subject to a one-year cooling-off period.

FINRA Rule 9910(a) addresses apparent conflicts of interest that occur when former officers attempt to influence official FINRA action by restricting such activities for a one year cooling-off period after their employment with FINRA ended. This provision applies even with respect to matters that are unrelated to the former officer’s employment with FINRA.

FINRA Rules 9910(b) and 9910(c), known as “matter bans,” apply to both former officer and former non-officer employees. These rules address the possibility that a conflict of interest may exist when a former employee attempts to influence FINRA in connection with a particular matter on which the employee had worked or that had been under the employee’s official responsibility.

FINRA Rule 9910(d), regarding the protection of nonpublic information, generally prohibits any current or former FINRA employee from disseminating or disclosing any nonpublic information obtained in the course of employment.

On This Page

• The Text of the Rules
• Effective Dates
• Frequently Asked Questions
  • General
  • Common Terms Used in Rules 9910(a), (b) and (c)
  • Common Terms Used in Subject Matter Conflicts Provisions - Rules 9910(b) and (c)
  • Terms Used Under Rule 9910(c)
  • Rule 9910(d): Protection of Nonpublic Information
  • Implementation of Post-Employment Conflict-of-Interest Restrictions
  • FINRA’s Related Internal Corporate Policy Regarding the Revolving Door Rules
• Contact Information

The Text of the Rules

FINRA Rule 9141(c): One Year Revolving Door Restriction – Prohibition on Former FINRA Officers Appearing before a FINRA Adjudicator

No former officer of FINRA shall, within a period of one year immediately after termination of employment with FINRA, make an appearance before an adjudicator on behalf of any other person under the Rule 9000 Series.

FINRA Rule 9242(b): Prohibition on Former FINRA Officers Serving as Expert Witness in a FINRA Disciplinary Proceeding

No former officer of FINRA shall, within a period of one year immediately after termination of employment with FINRA, provide expert testimony on behalf of any other person under the Rule 9000 Series. Nothing in this Rule shall prohibit a former officer of FINRA from testifying as a witness on behalf of FINRA.

FINRA Rule 9910(a): One-Year Restriction on Former FINRA Officers

No former officer of FINRA shall knowingly, with the intent to influence, make any communication to or appearance before a FINRA Governor or employee within one year from the former officer’s termination of employment with FINRA, on behalf of any other person in connection with any matter on which the former officer seeks official FINRA action by any Governor or employee of FINRA. A duly authorized FINRA officer within FINRA's Office of General Counsel may grant reasonable exceptions and waivers from this prohibition consistent with the purposes of the prohibition.

FINRA Rule 9910(b): Permanent Restriction for Subject Matter Conflicts

No former employee shall knowingly, with the intent to influence, make any communication to or appearance before a FINRA Governor or employee on behalf of any other person in connection with a particular matter involving a specific party or parties, in which the former employee participated personally and substantially as an employee, and in which FINRA is a party or has a direct and substantial interest. A duly authorized FINRA officer within FINRA's Office of General Counsel may grant reasonable exceptions and waivers from this prohibition consistent with the purposes of the prohibition.

FINRA Rule 9910(c): Two-Year Restriction for Matters within Former Employee’s Official Responsibility

For two years after their employment with FINRA terminates, no former employee shall knowingly, with the intent to influence, make any communication to or appearance before a FINRA Governor or employee on behalf of any other person in connection with a particular matter involving a specific party or parties, in which FINRA is a party or has a direct and substantial interest, and which the former employee knows or reasonably should know was actually pending under the former employee’s official responsibility, within the one-year period prior to the termination of their employment with FINRA. A duly authorized FINRA officer within FINRA's Office of General Counsel may grant reasonable exceptions and waivers from this prohibition consistent with the purposes of the prohibition.

FINRA Rule 9910(d): Protection of Nonpublic Information

No current employee of FINRA may disseminate or disclose, for any purpose unnecessary to the performance of FINRA job responsibilities, and no former employee of FINRA may disseminate or disclose, for any purpose, any nonpublic information obtained in the course of their FINRA employment, unless expressly authorized by FINRA. Nothing in this paragraph shall be deemed to limit current or former employees of FINRA from making any disclosures required or protected by law.

Effective Dates

Frequently Asked Questions

General

1. As a former or current FINRA officer, do the references to “employees” in the rules and this FAQ document apply to me?

Yes. Officers are employees, and all references to “employees” in the Rules, this FAQ document or any other materials regarding the Rules apply to officers as well as non-officer employees.

2. Prior to adopting Rule 9910, FINRA already had some revolving door provisions for former officers. Do they restrict any activities of a former officer that are not covered by Rule 9910(a)?

Yes. FINRA Rule 9141(c) prohibits a former officer, for one year after their termination of employment at FINRA, from making an appearance before an adjudicator on behalf of another person under the Rule 9000 Series. FINRA Rule 9242(b) prohibits former officers from providing expert testimony on behalf of another person under the Rule 9000 Series for one year after the termination of their employment with FINRA.

While these other rules do overlap somewhat with Rule 9910(a), there are some differences. For example, Rule 9910(a) applies to communications to and appearances by a former officer before any FINRA Governor or employee. Because Rules 9141(c) and 9242(b) concern appearances by former officers in enforcement proceedings, these appearances may be before an entity that includes persons who are not FINRA Governors or employees, such as a hearing panel or the National Adjudicatory Council.

3. Do the two “matter bans” (Rules 9910(b) and 9910(c)) have the same scope regarding application of the rules?

No. Rule 9910(b) imposes a permanent ban with respect to a particular matter in which the former employee participated personally and substantially, and in which FINRA is a party or has a substantial interest. An employee might also “participate personally and substantially” by directing a subordinate’s participation. In contrast, Rule 9910(c) imposes a two-year ban with respect to a particular matter that the former employee knows or reasonably should know was actually pending under their official responsibility during their last year of employment with FINRA. This two-year ban does not require that the former employee participated personally and substantially on the particular matter. Therefore, the two-year ban can apply even to particular matters to which the former employee gave no direction to any subordinate if they were under the former employee’s official responsibility.

Common Terms Used in Rules 9910(a), (b) and (c)

Three of the provisions in Rule 9910 use common terms to explain their scope. The following FAQs are intended to provide some guidance regarding these terms.

Intent to Influence

4. What does “with the intent to influence” mean?

All three provisions apply only to communications or appearances that are made “with the intent to influence” a FINRA Governor or employee on behalf of another person. A communication or appearance is made with the intent to influence when made for the purpose of:

• obtaining a FINRA ruling, benefit, approval or other discretionary FINRA action; or
• affecting FINRA action in connection with an issue or matter that involves a dispute or controversy.

5. What are some examples of communications or appearances that are made with the intent to influence FINRA staff?

• An employee of FINRA works on an investigation or examination of a member or review of a regulatory matter. The employee subsequently leaves FINRA and goes to work for the member. In their new role, the former employee participates in meetings or conference calls with FINRA in which the person responds to FINRA’s questions regarding the investigation or examination or review of the matter on which they previously worked.
• A FINRA Technology officer leaves FINRA to join a private company. During the one-year officer cooling-off period, the former officer participates in a sales pitch meeting or negotiates with FINRA staff over contract terms on behalf of the new employer.
• A FINRA employee administers a contract with a FINRA vendor. The employee leaves to join the vendor. The former employee then participates in ongoing negotiations with FINRA over the meaning of certain contract terms, or the former employee communicates with current FINRA Governors or employees about proposals for follow-on services pursuant to the same contract.
• A FINRA employee participates in providing regulatory services to an exchange under a Regulatory Services Agreement (“RSA”), including the performance of examinations of a particular broker-dealer. The employee then terminates their employment with FINRA and goes to work for that broker-dealer. The former employee appears before FINRA in response to that examination.
• A former FINRA officer assumes a position as an officer with responsibilities for managing regulatory relationships at a FINRA member firm. The former officer did not perform any work related to their new employer while at FINRA; however, the former officer is still within the one year cooling off period under Rule 9910(a). While within the cooling off period, the former officer is introduced and attends status update meetings with FINRA staff and is copied on email communications with FINRA examiners. The former officer has made an appearance or communication with an intent to influence FINRA in violation of Rule 9910(a).

6. What are some examples of communications or appearances by former employees that would be deemed not made with the intent to influence FINRA staff?

• A former employee makes a routine administrative request, such as a request for publicly available documents or an inquiry as to the status of a matter, without discussing its substance.
• In the same example above, and in contrast, a former FINRA officer makes an inquiry as to the status of a membership application to FINRA’s Membership Application Program Group during their one year cooling off period. In this instance the former officer may violate Rule 9910(a) if the conversation develops beyond a status inquiry and into a substantive discussion related to the resolution of issues related to the application even if while at FINRA, the officer did not perform any work related to the new employer and did not have any official responsibility over matters related to their new employer.    
• A former employee interacts with FINRA staff in a purely social situation.
• A former employee negotiated the terms of a contract in which FINRA is the vendor (e.g., E-Learning agreements, testing services agreements, RSAs), and performed services under the contract or acted as a representative of FINRA when dealing with a single customer. The former employee subsequently goes to work for the customer and appears before FINRA concerning an aspect of that contract. The former employee is not deemed to be acting with the intent to influence FINRA, given that FINRA is in the position of vendor. However, it is likely that the former employee's obligations to maintain the confidentiality of FINRA proprietary information, as required by FINRA Rule 9910(d) and by contractual and or general obligations of confidentiality owed to former employers, would make it impractical for the former employee to act in that capacity. State attorney ethics rules may also prohibit attorneys from representing the customer’s interests in the contractual relationship. Additionally, with regard to matters for RSA clients, please review FAQ 18, below, regarding examples of “particular matters involving a specific party or parties.”

7. What should a former employee do if the circumstances of a communication or appearance change?

If at any time during the course of a communication or appearance that would otherwise be permissible above it becomes apparent that circumstances have changed and that any further communication or appearance could be made with the intent to influence, the former employee must refrain from any further communication or appearance until the end of the applicable cooling-off period.

8. Does merely being physically present at a meeting constitute “intent to influence” a FINRA Governor or employee?

Under some circumstances, the mere physical presence of a former FINRA employee who appears at a meeting on behalf of another party is presumed to constitute an attempt to influence FINRA— relevant factors in making this presumption include, but are not limited to:

1. The former employee has actual or apparent authority to make any decisions, commitments, or substantive arguments during the appearance.
2. The FINRA employee before whom the appearance is made has substantive responsibility for the matter and does not simply perform ministerial functions, such as the acceptance of paperwork.
3. The former employee’s presence is relatively prominent and they are paid for making the appearance.
4. It is anticipated that others present at the meeting will make reference to the views or past or present work of the former employee.
5. Circumstances do not indicate that the former employee is present merely for informational purposes.
6. A former employee has entered a formal appearance in connection with a legal proceeding at which he is present.
7. The appearance is before former subordinates or others in the same chain of command as the former employee.

Communications and Appearances

9. What is considered a “communication” to FINRA?

A former employee makes a communication when that person imparts or transmits information of any kind, including facts, opinions, ideas, questions or direction, to a FINRA Governor or employee of FINRA, whether orally, in written correspondence, by electronic media or by any other means.

10. What is considered an “appearance” before any Governor or employee of FINRA?

A former employee makes an appearance when that person is present with a FINRA Governor or employee, in either a formal or informal setting. Although an appearance also may be accompanied by a communication, an appearance need not involve any communication by the former employee.

11. Could “behind-the-scenes” assistance to another person concerning a FINRA-related matter violate the provisions?

It depends. “Behind-the-scenes” assistance that does not constitute a communication or appearance is permitted under the “officer cooling-off” rule (Rule 9910(a)) and the two matter-ban rules (Rules 9910(b) and (c)). However, Rule 9910(d) prohibits former FINRA employees from disseminating or disclosing, for any purpose, any nonpublic information obtained in the course of their employment with FINRA, unless that disclosure is expressly authorized by FINRA or is required or protected by law. Thus, former employees must take care when providing “behind-the-scenes” assistance not to violate Rule 9910(d), or any other confidentiality duties owed to FINRA pursuant to employee confidentiality agreements or general obligations of confidentiality owed to former employers. Additionally, if the former employee is an attorney, state attorney ethics rules may prohibit this assistance.

12. Could a former employee breach the “behind-the-scenes” exception if their assistance is made known to or if they are identified as the source of information to FINRA staff?

Again, it depends. “Behind-the-scenes” assistance may constitute a communication or appearance under Rule 9910(a) and the two matter ban rules (Rules 9910(b) and (c)) when the former employee’s assistance is made known to or if they are identified to FINRA staff as the source of information (an “Identification”) by the party to whom the former employee is providing “behind-the-scenes” assistance. This would apply when the former employee has instructed the party to make this Identification to FINRA staff, or because the former employee failed to put the party on notice that although “behind-the-scenes” assistance is permitted, the party may not make this Identification to FINRA staff.

For example:

1. During the officer cooling-off period, a former officer of FINRA is retained as a consultant by firm XYZ that has an interest in obtaining a favorable outcome on an enforcement action that was under the former officer’s official responsibility within the one year prior to their termination date from FINRA. The former officer reviews the relevant information pertaining to the matter and provides an opinion to firm XYZ as to whether or not firm XYZ has violated any FINRA Rules (provided the former officer does not use any confidential information obtained during employment at FINRA). This is permitted. (Assume in this example that the former officer is not an attorney, and thus is not subject to state bar ethics rules.)
    
2. In the same example above, the former officer tells the XYZ firm staff that the firm may tell FINRA staff that the former officer was the source of this information or that the former officer has advised the firm. The XYZ employees, in turn, convey this information to FINRA staff. The former officer has made a communication to FINRA staff with the intent to influence. In this scenario, the former officer’s communication is directed to FINRA staff because they intended that the information be conveyed to FINRA with the intent that it be attributed to the former officer.
    
3. In the same example as in #1 above, during a conversation with FINRA staff, XYZ’s General Counsel discloses the identity of the former officer whose advice the firm relies upon, or otherwise attributes the former officer as the source of the information. Although the former officer did not instruct the General Counsel to use the former officer’s name, the former officer has made a communication to FINRA staff if the circumstances indicate that the former officer did not take any measures to prevent such disclosure or attribution of themselves as the source.
   
   In the case of both #2 and #3 above, in addition to violating Rule 9910(a), since the matter was under the former officer’s official responsibility within the one year prior to their departure date, they have also violated Rule 9910(c), even if they did not personally or substantially work on the matter.

"On Behalf of Any Other Person"

13. What does “on behalf of any other person” mean?

A former employee makes a communication or appearance on behalf of another person if that person acts as the other person’s agent, such as an attorney for another person, or if the former employee otherwise acts with the other person’s consent and subject to some control or direction by the other person in relation to the communication or appearance. For example, a former employee who is now employed by a member is acting on behalf of that member when communicating or appearing before FINRA, if the former employee is acting as the member’s agent or otherwise with its consent and subject to some control or direction by the member.

"Seeking Official Action"

14. When is a former officer “seeking official action”?

A former officer seeks official action when making their communication or appearance for the purpose of inducing or influencing a FINRA Governor or employee to make a decision or otherwise to act in their official capacity.

Common Terms Used in Subject Matter Conflicts Provisions - Rules 9910(b) and (c)

15. What does it mean to “participate” in a matter?

To “participate” means to take an action as an employee through decision, approval, disapproval, recommendation, the rendering of advice, investigation or other such action, or to purposefully forbear in order to affect the outcome of a matter.

16. What does it mean to participate “personally and substantially in a matter”?

To participate “personally” means to participate either (i) directly, either individually or in combination with other persons; or (ii) through direct and active supervision of the participation of any person an employee supervises, including a subordinate. To participate “substantially” means that the employee's involvement is of significance to the matter. Participation may be substantial even though it is not determinative of the outcome of a particular matter. Participation may also be substantial if the employee’s role is important, such as when a single act of approval is a critical step, even though the employee’s role in the matter may be minor in relation to the matter as a whole.

17. What does “particular matter involving a specific party or parties” mean?

The prohibitions of Rules 9910(b) and (c) apply only to communications or appearances made in connection with “a particular matter involving a specific party or parties.” Such a matter typically involves a specific proceeding affecting the legal rights of the parties or an isolatable transaction or related set of transactions between identified parties, such as a specific contract, grant, license, approval application, examination, investigation, enforcement action, administrative adjudication or court case.

18. What are some examples of “particular matters involving a specific party or parties”?

• While at FINRA, a former employee provided enforcement, investigation or examination services under an RSA with a particular exchange. Each matter under the RSA on which the former employee worked while at FINRA would be considered a particular matter involving a specific party. Thus, if the former employee left FINRA and went to a broker-dealer that was the subject of the matter, the employee could not appear before or communicate with FINRA if FINRA were still handling the matter on behalf of the exchange.
• While at FINRA, a former employee provided enforcement, investigation or examination services under an RSA with a particular exchange, just as in the scenario above. However, in this case, the former employee goes to work at the client exchange, rather than at a broker-dealer that was the subject of a particular matter on which the former employee worked. In this instance, the former employee could continue to work alongside FINRA on that matter as long as their activities do not violate Rule 9910(d), or any other confidentiality duties owed to FINRA pursuant to employee confidentiality agreements, or general obligations of confidentiality owed to former employers, or confidentiality obligations owed to client exchanges.
• An attorney in the Enforcement Department participates in an investigation and subsequent proceeding against a member. The attorney then accepts a position at a large law firm that represents the member in this investigation. The Enforcement investigation and proceeding would be considered a particular matter involving a specific party. (Note that the attorney could also be subject to state attorney ethics rules.)
• A FINRA examiner participates in an examination of a member and then accepts a position at that member while the examination is ongoing. That examination would be considered a particular matter involving a specific party or parties; however, future unrelated examinations of the member would not be considered a particular matter involving a specific party for purposes of the rule.
• An employee in the Office of Corporate Communications works on a press release about an enforcement action against a member that FINRA recently brought and is still pending. The employee then goes to work for the member that is the subject of the press release. The enforcement action would be considered a particular matter involving a specific party; the former employee may have had access to nonpublic information about the proceeding as part of their duties.

19. Are matters of general applicability considered “particular matters involving a specific party or parties”?

No. Rulemaking and the formulation of general policies, standards or objectives of general applicability are not particular matters involving specific parties. For example, if an attorney in the Office of General Counsel or an employee in, say, Transparency Services or Market Regulation participated personally and substantially in the development and interpretation of a FINRA rule or a National Market System rule that applies to the entire industry, it would be considered a matter of general applicability, rather than a particular matter involving a specific party.

20. If an analyst in the Advertising Regulation Department reviewed filings submitted by a member, is that analyst prohibited from working for the member’s compliance department and reviewing and filing the member’s communications after leaving FINRA?

No. However, after the analyst leaves FINRA and joins the member, they may not be involved with a particular filing that they reviewed and commented on while working in Advertising Regulation. The analyst would be permitted to review and file member communications that they did not review while with FINRA.

21. If a former FINRA employee goes to work at a member, is that person prohibited from working on a matter involving the member if they participated personally and substantially in the matter while at FINRA?

No. The former employee would be prohibited from communicating with or appearing before a FINRA Governor or employee on behalf of the member with the intent to influence FINRA staff. However, that person could still work on this matter in a behind-the-scenes capacity, as long as their activities do not violate Rule 9910(d), or any other confidentiality duties owed to FINRA pursuant to employee confidentiality agreements or general obligations of confidentiality owed to former employers. Additionally, if the former employee is an attorney, state attorney ethics rules may restrict such behind-the-scenes assistance.

22. If a particular matter was under a former employee’s official responsibility while that person was at FINRA, and FINRA is a party to or has an interest in the matter, is the former employee permanently barred from communicating or making an appearance with the intent to influence a FINRA Governor or employee on behalf of another person concerning this matter?

The answer depends on whether the former employee participated personally or substantially in the matter. Under Rule 9910(b), the former employee would be permanently barred from making such a communication or appearance if the person participated personally and substantially in the particular matter. If the former employee merely had official responsibility for or knowledge of the matter, but did not participate personally and substantially in the particular matter, they would not be permanently barred from making an appearance under Rule 9910(b)’s prohibitions. However, under Rule 9910(c), the former employee would be subject to the two-year ban concerning the matter, if the matter was under their official responsibility in the 12 months preceding their departure from FINRA.

23. If a particular matter was under a former employee’s official responsibility while that person was at FINRA, was their official responsibility for the matter eliminated through the former employee’s recusal or reassignment while at FINRA? (For example, as when an employee recuses themselves from participating in a matter in accordance with FINRA’s Conflict of Interest Policy or depending on the employee’s leave status.)

No. Official responsibility for a matter is not eliminated through recusal, reassignment or other form of self-disqualification or avoidance of personal participation or based on their leave status.

Furthermore, the scope of an employee’s official responsibility is not affected by leave status such as annual leave, terminal leave, sick leave, excused absence, leave without pay, or similar absence from assigned duties.

However, official responsibility for a matter may be terminated by a formal modification of an employee’s responsibilities, such as by a change in the employee’s position description.

24. What does “is a party or has a direct and substantial interest” mean?

FINRA is a party or has a direct or substantial interest in any proposed or actual FINRA action, including an examination or investigation of a member or review of a regulatory matter, a proceeding affecting its legal rights or a transaction or related set of transactions, such as a contract, grant, license, approval application, enforcement action, administrative adjudication or court case. FINRA may be a party to or have a direct and substantial interest in a particular matter even though it is pending in a non-FINRA forum, such as a federal or state court or regulatory agency. FINRA might not be a party to, nor does it have a direct and substantial interest in, a particular matter merely because a FINRA rule is at issue or a FINRA arbitration panel is serving as the forum for resolution of the matter.

Terms Used Under Rule 9910(c)

25. What does “official responsibility” mean?

“Official responsibility” means administrative or operating authority, whether intermediate or final, and either exercisable alone or with others, and either personally or through subordinates, to approve, disapprove or otherwise direct FINRA action.

26. What are some examples of official responsibility?

• While at FINRA, an examination manager supervised a subordinate who supervised the employee conducting an examination. The manager did not participate in the examination itself. The examination manager had official responsibility for that examination.
• While at FINRA, an executive vice president (EVP) in the Office of General Counsel asked an attorney to prepare a memorandum for senior staff concerning a case in which the attorney is representing FINRA. The EVP had no further involvement in the case while employed with FINRA until the termination of their employment. The former EVP had official responsibility.
• While at FINRA, the subordinate to a vice president in Technology supervised an employee’s negotiation of a contract with a FINRA vendor. The vice president later leaves to become an employee of the vendor. The former vice president had official responsibility.
• While at FINRA, a Chief Counsel in Enforcement has an employee several levels down the reporting chain who managed a small enforcement matter. The matter was reviewed by a middle manager, and the Chief Counsel did not provide any guidance or make any decisions on the matter. The Chief Counsel had official responsibility.
• While at FINRA, a District Director recuses from discussions related to a matter involving a firm because their brother is employed by the firm. The matter is reassigned to the Associate Director a subordinate of the District Director. The District Director’s official responsibility for this matter was not terminated by their self-recusal or avoidance of participation in discussions regarding the matter.

27. What does “actually pending” mean?

A matter is actually pending under an employee’s official responsibility if it has been referred to them for assignment, or has been referred to or is under consideration by any person the employee supervises directly or indirectly.

Rule 9910(d): Protection of Nonpublic Information

28. Are the confidentiality obligations contained in Rule 9910(d) something new?

No. Rule 9910(d) prohibits FINRA employees or former employees from disseminating or disclosing, for any purpose, any nonpublic information obtained in the course of their employment with FINRA, unless the disclosure is necessary for a current employee to perform their job responsibilities, or, in the case of former employees, unless the disclosure is expressly authorized by FINRA. This codifies obligations owed by current and former employees pursuant to FINRA’s Code of Conduct and employee confidentiality agreements, as well as general obligations of confidentiality owed to employers by current and former employees. The rule does not limit current or former employees from making any disclosures required or protected by law.

29. I am an attorney; does Rule 9910(d) supersede state bar attorney ethics rules to the extent they conflict, if at all?

No. If an attorney has questions about the application of state bar ethics rules on their legal practice following their departure from FINRA, that person should seek clarification from the relevant jurisdiction.

Implementation of Post-Employment Conflict-of-Interest Restrictions

30. Are former employees expected to call FINRA to determine whether they are able to work on a matter?

No. However, if a former employee intends to appear before or communicate with a FINRA Governor or employee about a particular matter, and that person is uncertain whether the appearance or communication would comply with Rule 9910, they should either refrain from the appearance or communication or seek clarification by contacting the FINRA Support Center at (301) 590-6500.

31. How would FINRA enforce these Rules against former employees who have left FINRA?

If FINRA has concerns that a former employee’s appearance or communication violates Rule 9910, FINRA may ask them not to make the appearance or communication and if necessary, discuss its concerns with their new employer. FINRA also has implemented an internal corporate policy that (1) prohibits current employees from engaging in communications with former FINRA officers and employees in a manner that violates Rule 9910; and (2) requires any current employee who has reason to believe a former FINRA officer or non-officer employee may be violating Rule 9910 to report this belief to their manager and the Ethics Office.

32. A FINRA employee might either substantially participate in or have under their official responsibility an investigation of a member of an SRO client under an RSA, which is not a FINRA member. Do Rules 9910(b) and 9910(c) apply?

Yes. Even if the firm is not a member of FINRA, the employee’s appearance or communication before FINRA staff on those same matters on behalf of the firm that was the subject of the matters would be subject to the restrictions in paragraphs (b) and (c). However, please also see FAQ 18, above, regarding examples of “particular matters involving a specific party or parties” for RSA matters.

33. If a former FINRA employee works at the SEC, is that person barred from appearing before or communicating with FINRA Governors or employees concerning any matter on which they worked while at FINRA?

No. The matter bans (Rules 9910(b) and 9910(c)) do not apply to a former employee who takes a job with the SEC during the course of their employment at the SEC.

34. Does Rule 9910 apply to former part-time employees?

Yes.

35. Does Rule 9910 apply to former FINRA interns?

Paragraphs (a) and (c) of Rule 9910 do not apply to former interns, since they were not FINRA officers and did not supervise other FINRA employees’ activities. However, paragraphs (b) and (d) of the rule do apply to former interns. Thus, to the extent that an intern participated personally and substantially in connection with a particular matter involving a specific party or parties, upon terminating their internship with FINRA, that person may not, with the intent to influence, make any communication to or appearance before FINRA on behalf of another person in connection with that matter. Of course, as with any other former FINRA employee, the former intern may still work “behind the scenes” on that matter so long as such work does not violate paragraph (d) of the rule, or any other confidentiality duties owed to FINRA pursuant to employee confidentiality agreements or general obligations of confidentiality owed to former employers. Additionally, if the former intern is an attorney, state attorney ethics rules may restrict such behind-the-scenes assistance.

36. Does Rule 9910 apply to contractors?

No. However, contractors are subject to obligations of confidentiality in their contracts with FINRA. The use of FINRA’s confidential information in future engagements or employment, whether in making an appearance before or communication to FINRA, or while working behind the scenes on a matter, would represent a breach of those confidentiality obligations in the absence of an express written waiver from FINRA permitting that use.

FINRA’s Related Internal Corporate Policy Regarding the Revolving Door Rules

37. Has FINRA revised its Code of Conduct in connection with Revolving Door rules?

Yes. In connection with the rollout of the revolving door rules, FINRA revised its Code of Conduct to include a requirement that any current employee who has reason to believe a former FINRA officer or non-officer employee may be violating Rule 9141(c) or 9242(b) or Rule 9910 must report this belief to their manager and the Ethics Office.

Contact Information

These Revolving Door Frequently Asked Questions are designed to explain the general application of these FINRA Rules and may be informed by requirements and guidelines of other comparable institutions, including the Office of Government Ethics. While these other sources are consulted as needed when reviewing Revolving Door questions, they are not dispositive, and FINRA retains the right to apply its own interpretations of these FINRA Rules. No single document can address every potential situation as it pertains to FINRA. If you have questions about the Revolving Door Rules or their application, please contact the FINRA Support Center at (301) 590-6500 for guidance regarding your particular circumstances.