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Public Policy Advocacy
OTC Markets Group is committed to working with lawmakers and regulators to achieve recognition and regulatory changes that make our markets more efficient for companies and more transparent for investors.
SEC Adopts Amendments to Rule 15c2-11 Governing Quotations in OTC Securities
In September, the SEC published its final amendments to Exchange Act Rule 15c2-11, which governs the public quoting of securities traded on the OTCQX, OTCQB and Pink markets.
The Rule recognizes OTC Markets Group’s disclosure standards and the current, public disclosure provided by companies on our OTCQX and OTCQB markets and in our Pink Current market designation. Subject to certain limited exemptions, the Rule will restrict public quoting in companies that do not provide current public information. As a general matter, companies on the OTCQX, OTCQB, Pink Current and Pink Limited markets will still be eligible for continued public quoting. However, Amended Rule 15c2-11’s new requirements, including those for shell and other non-operational companies may impact companies on the OTCQB and Pink markets.
The amendments provide a new opportunity for us as a market operator to 1) streamline the on-boarding of new securities, 2) offer transparent trading for brokers, and 3) oversee ongoing issuer disclosure and compliance that is relied upon by investors, broker-dealers and regulators.
Watch Insights and Impact: SEC Rule 15c2-11
As the Rule’s September 28, 2021 compliance date approaches, we have submitted a letter urging the SEC to act quickly to adopt the proposed conditional order granting an exemption from Rule 15c2-11 for quotations published in an “Expert Market.” See the Proposed Order.
OTC Markets Group Comment Letter on SEC Rule 15c2-11 (April 8, 2020)
In this comment letter on the SEC’s proposal to amend Rule 15c2-11, we summarize how the critical changes we have suggested to date could efficiently work in practice. This submission includes a redline version of our suggested changes to the SEC’s proposed rule, as well as detailed explanations as to how these changes would streamline the rule and create more efficient, effective markets.
SEC Rule 15c2-11 governs the publication of quotes in interdealer quotation systems, including our OTC Link ATS. The SEC recently proposed amendments to the Rule, and our comments are designed to facilitate an industry-wide discussion that ultimately leads to a successful final rule. Our suggestions include ways the Rule can help improve market efficiency, provide greater transparency, enhance investor protection and reduce certain regulatory burdens on broker-dealers. Our preliminary comment letter was submitted on November 25, 2019.
OTC Markets Group Comment Letters to NASAA regarding the Manual Exemption
(May 26, 2023, December 12, 2023)
Comments submitted in response to the North American Securities Administrators Association’s (NASAA) notice of request for comment regarding the Uniform Securities Act Manual Exemption.
OTC Markets Group Comment Letter to NASAA Model Rule Proposal, August 20, 2018
Comments submitted in support of the North American Securities Administrators Association’s proposed model rules to designate nationally recognized securities manuals for the purpose of the manual exemption, and to exempt secondary trading in securities issued by Regulation A, Tier 2 issuers.
Comment Letter to Massachusetts Securities Division, January 19, 2018
Comments submitted in response to proposed revisions to the Massachusetts Uniform Securities Act, seeking recognition of our OTCQX and OTCQB markets for secondary trading purposes.
FINRA Capital Formation Comment Letter, August 7, 2023
Comments submitted to FINRA in response to FINRA’s request to comment concerning FINRA rules impacting capital formation. Our comments focused on improving the regulatory guidance for member firms handling unregistered securities.
Comments on the National Securities Clearing Corporation’s (NSCC) SEC Proposed Rule Change related to Illiquid Securities, June 26, 2020 and September 10, 2020
Comments submitted in response to proposed amendments to the NSCC’s Clearing Fund Formula, including changes to enhance the margin requirements for firms handling OTC-traded and other “Illiquid” securities. Our letters advocate for the SEC to deny the NSCC’s proposal, outline the statutory deficiencies in the proposal and describe how capital formation and market efficiency would suffer as a result of increased margin requirements.
SEC Comment Letter on the Harmonization of Securities Offering Exemptions, September 24, 2019
Comments submitted to the SEC’s Concept Release on Harmonization of Securities Offering Exemptions. Our comments suggests modernizations to public secondary market regulations and the exempt offering framework, including improvements to capital formation, trading and disclosure rules.
FINRA Comment Letter on Payments for Market Making, February 8, 2018
Comments submitted to FINRA related to FINRA Rule 5250. To facilitate small company access to public markets, our letter proposes that Rule 5250 should be amended to allow broker-dealers to receive reimbursements for preparing and filing a Form 211 with FINRA, provided that payment information is disclosed.
FINRA Rule 6432 Comment Letter, January 8, 2018
Comments submitted to FINRA related to FINRA Rule 6432 and the Form 211 process. Our comments advocate for a disclosure-based approach to the administration of Rule 6432 and offer a number of proposals to address existing issues and modernize the Form 211 process.
OTC Markets Group Testimony on Reducing Barriers to Capital Formation, June 12, 2013
Testimony of R. Cromwell Coulson, President and CEO of OTC Markets Group Inc. Before the Subcommittee on Capital Markets and Government Sponsored Enterprises Committee on Financial Services Hearing Entitled "Reducing Barriers to Capital Formation."
Comments submitted in response to the SEC’s proposed amendments to the threshold for 13F reports by institutional investment managers. In our letter, we recommend that the Commission expand the scope of securities subject to 13F reporting to include all OTC-traded equities. We submitted a similar request to the SEC in 2013, available here.
Comments submitted to FINRA discussing how OTC Markets Group has used data and technology to create more transparent and efficient markets. Our comments include concrete recommendations for how FINRA can engage market participants and leverage data-driven best practices to promote investor protection and market integrity.
OTC Markets Group Regulatory Recommendations, September 26, 2018
Regulatory recommendations submitted in connection with OTC Markets Group CEO R. Cromwell Coulson’s participation as a panelist at the SEC Roundtable on Combating Retail Investor Fraud.
OTC Markets Group Regulatory Recommendations, March 8, 2018
Regulatory recommendations submitted in connection with OTC Markets Group CEO R. Cromwell Coulson’s statement at the SEC Investor Advisory Committee Meeting focused on regulatory approaches to combat retail investor fraud.
JOBS Act 4.0 Comment Letter - June 3, 2022
Comments submitted to the Senate Banking Committee with respect to a number of provisions that would impact the hundreds of small public companies on traded on our markets.
Petition to the SEC urging them to expand Regulation A+ to allow SEC Reporting Companies to utilize this important form of online capital raising.
Proposed Amendments to Regulation A, March 24, 2014
Comments submitted to the SEC in support of the Proposed Rules, including the expansion of maximum offering size, bad actor disqualification, and Blue Sky preemption of offerings done under Tier 2 of Regulation A. See all comments: Comments on Proposed Rule Amendments for Small and Additional Issues Exemptions Under Section 3(b) of the Securities Act
JOBS Act Comment Letter — July 9, 2012
Comments submitted to the SEC related to Section 201 of the Jumpstart our Business Startups ("JOBS") Act. These comments focus on rulemaking related to general solicitation and advertising, focusing on the valuable role of publicly available price information in securities for which general solicitation and advertising is permitted.
Comments submitted to FINRA concerning enhancements to FINRA’s short sale reporting rules. In this letter, we outline a number of ways to improve the collection and distribution short sale data and enhance investor understanding of market making activities.
Main Street Growth Act (H.R. 4638), March 1, 2016
Letter submitted to Chairman Hensarling, Ranking Member Waters, Chairman Garrett and Ranking Member Maloney regarding markups to the Main Street Growth Act that affect Venture Markets.
BX Venture Comment Letter, January 24, 2011
Letter describing flaws in the proposed operating procedures of the planned BX Venture Market. Many of the points raised in this letter were included in the final rule approving the BX Venture Market.
