FINRA Rule 9150

The Exclusion Authority and Its Dual Grounds

FINRA Rule 9150(a) grants Adjudicators discretionary authority — the word may rather than shall — to exclude attorneys and representatives on two distinct grounds. Understanding each ground separately is essential to applying the rule correctly.

The first ground — contemptuous conduct under FINRA Rule 9280 — is defined by cross-reference to FINRA Rule 9280's contemptuous conduct framework. FINRA Rule 9280 provides that if a party, attorney for a party, or other authorized representative engages in conduct in violation of a Hearing Officer, Hearing Panel, or Extended Hearing Panel order, or other contemptuous conduct during a proceeding, the Hearing Officer or Panel may both impose sanctions under FINRA Rule 9280(b) and exclude the attorney or representative under FINRA Rule 9150. The contemptuous conduct ground thus encompasses two categories: direct violation of Adjudicator orders, and the broader category of contumacious behavior that disrupts or obstructs the orderly conduct of proceedings — behavior analogous to what courts would treat as contempt of court.

OHO Order 98-14 confirmed that FINRA Rule 9280 was enacted to discipline parties or counsel on either side who engage in frivolous practice or contumacious conduct — confirming that the contemptuous conduct standard reaches both substantive disruption and procedural obstruction that undermines the Adjudicator's ability to manage the proceeding. Conduct that falls within this ground might include repeated defiance of Adjudicator rulings, deliberate disruption of hearing sessions, bad faith delay tactics, or any other behavior that treats the adjudicative process with contempt.

The second ground — unethical or improper professional conduct in that proceeding — is a distinct and independently operating basis for exclusion that does not require conduct rising to the level of contempt. Unethical professional conduct is assessed against the professional responsibility rules that govern attorneys — the applicable state bar rules of professional conduct and the Model Rules of Professional Conduct that most state rules follow. Improper professional conduct is a somewhat broader standard that may reach conduct falling short of a formal ethics violation but that is nevertheless incompatible with the standards of professional practice expected in formal regulatory proceedings. OHO Order 98-14 confirmed that OHO draws heavily on judicial decisions concerning attorney disqualification when applying this standard — treating FINRA Rule 9150 exclusion proceedings as analogous to judicial attorney disqualification motions, with the same tension between the seriousness of the alleged professional misconduct and the party's right to representation by counsel of their choosing.

The Particular Proceeding Limitation

A critical constraint in FINRA Rule 9150(a) is the phrase in a particular Rule 9000 series proceeding. The exclusion authority is proceeding-specific — an Adjudicator may exclude a representative from the specific proceeding before them, not from all FINRA proceedings generally. A Hearing Officer who excludes a respondent's attorney from a disciplinary proceeding for contemptuous conduct in that proceeding has not barred that attorney from representing other clients in other FINRA proceedings, or even from representing the same client in future proceedings not yet initiated. The exclusion is a remedy tailored to the specific proceeding in which the conduct occurred.

This limitation is practically significant for two reasons. First, it confirms that FINRA Rule 9150 exclusion is a remedial measure designed to protect the integrity of the specific proceeding rather than a generalized disciplinary sanction against the attorney's right to practice before FINRA. Second, it means that exclusion from one proceeding does not automatically carry over — each proceeding must stand on its own facts if FINRA Rule 9150 exclusion is sought in a new matter. The generalized disciplinary authority over attorneys who practice before FINRA — including the authority to bar an attorney from all FINRA proceedings — is a separate matter governed by other FINRA rules and disciplinary processes rather than FINRA Rule 9150's proceeding-specific exclusion authority.

The NAC Review Right and the FINRA Rule 9148 Connection

FINRA Rule 9150(a)'s provision that an excluded attorney or representative may seek review by the NAC under FINRA Rule 9280(c) is the specific exception to FINRA Rule 9148's general prohibition on interlocutory review — and the only category of as-of-right interlocutory review in the entire Code. FINRA Rule 9280(c) provides the detailed procedural framework for this NAC review, including the automatic stay of all aspects of the disciplinary proceeding once review is sought, and FINRA Rule 9280(d) adds the adjournment provisions that apply when the NAC upholds the exclusion and the party must find new counsel.

The as-of-right nature of NAC review for exclusion orders reflects the serious and immediate practical consequences of attorney exclusion. A respondent whose attorney is excluded from a hearing in progress faces an immediate crisis — the proceeding will continue, testimony will be taken, and the case will advance without the attorney whose assistance the respondent has retained and relied upon. Requiring the excluded attorney and client to continue through the entire proceeding and only then seek appellate review would effectively moot the review — by the time an appeal could be heard after a final decision, the harm from the exclusion would be complete and irreversible. The immediate NAC review right, combined with the automatic stay of proceedings pending that review, preserves the meaningful ability to challenge an exclusion order before its consequences become irreversible.

FINRA Rule 9280(c) establishes that when an excluded attorney seeks NAC review by filing a motion to vacate, all aspects of the disciplinary proceeding are stayed until at least seven days after service of the NAC's order, and FINRA Rule 9280(d) provides that the hearing, conferences, and other activities relating to the disciplinary proceeding shall be stayed pending the review. The NAC or its Review Subcommittee conducts the review and either upholds or reverses the exclusion. If the exclusion is upheld, the Hearing Officer may grant an adjournment on motion by the affected party to allow retention of new counsel — considering factors such as whether other counsel of record are available, the availability of members of the excluded attorney's firm, and other relevant circumstances. If the exclusion is reversed, the attorney is reinstated and the proceeding resumes with them as counsel.

Unethical or Improper Professional Conduct: The Disqualification Standard

The unethical or improper professional conduct ground for exclusion under FINRA Rule 9150(a) draws on the rich body of judicial authority on attorney disqualification in civil litigation — the cases in which courts have excluded attorneys from proceedings based on conflicts of interest, improper communications, misrepresentations to the tribunal, or other conduct incompatible with the professional standards that courts expect. OHO Order 98-14 confirmed that OHO applies judicial disqualification standards when assessing motions under FINRA Rule 9150, treating the rule's professional conduct standard as the FINRA analog to the standards courts apply in federal disqualification proceedings.

The tension that runs through judicial attorney disqualification cases — between vindicating professional conduct norms and protecting the party's constitutionally-grounded right to counsel of their choosing — applies equally in the FINRA context. OHO Order 98-14 specifically noted that the power to exclude will inevitably cause delay and interfere with a party's right to be represented by counsel of their own choosing, signaling that exclusion is a serious remedy that must be carefully weighed against these competing interests. Adjudicators in FINRA proceedings approach exclusion motions on professional conduct grounds with appropriate caution — not every arguable ethical lapse justifies exclusion, and the exclusion power is reserved for situations where the professional misconduct is sufficiently serious and directly related to the conduct of the proceeding that remedies short of exclusion would be inadequate.

Common situations that have been raised as grounds for FINRA Rule 9150 professional conduct exclusions include conflicts of interest arising from prior representation of adverse parties, possession of confidential information obtained from previous representation that could be used against a former client in the current proceeding, impersonation of a party's interest where the actual attorney-client relationship is disputed, and conduct in the current proceeding that violates specific professional responsibility obligations such as the prohibition on making false statements of fact or law to a tribunal.

FINRA Rule 9150(b): Other Proceedings Not Precluded

The second paragraph of FINRA Rule 9150 — that prohibiting an attorney or representative from practicing or appearing in a FINRA proceeding shall not preclude FINRA from initiating other proceedings against such person — serves two related purposes.

First, it prevents an excluded attorney from arguing that their exclusion from a proceeding is a form of double jeopardy or exhaustion that bars FINRA from separately sanctioning their conduct through other regulatory mechanisms. An attorney excluded for contemptuous conduct in a disciplinary hearing has not exhausted FINRA's remedies against them — the exclusion addresses the specific proceeding, while any broader misconduct may independently warrant referral to the attorney's state bar, a separate FINRA proceeding regarding the attorney's own fitness to practice before FINRA, or other regulatory action.

Second, it clarifies the relationship between the proceeding-specific exclusion authority of FINRA Rule 9150 and any broader FINRA authority to regulate the practice of attorneys before it. The exclusion from a particular proceeding is a remedial measure within that proceeding — the broader question of whether an attorney should be prohibited from all FINRA proceedings is a separate matter that would require separate proceedings with appropriate due process protections.

Connection to FINRA Rules 9141, 9148, and 9280

FINRA Rule 9150 operates at the intersection of three other rules in the 9100 and 9200 series framework. FINRA Rule 9141 establishes who may appear in representative capacities in Code proceedings — FINRA Rule 9150 is referenced in FINRA Rule 9141(b) as a limitation on the representation right, confirming that the right to be represented is subject to the Adjudicator's power to exclude. FINRA Rule 9148 prohibits interlocutory review — FINRA Rule 9150 exclusion orders reviewed under FINRA Rule 9280(c) are the only category of as-of-right interlocutory review in the Code, making FINRA Rule 9150 and FINRA Rule 9280(c) the defined exception to FINRA Rule 9148's general prohibition. And FINRA Rule 9280 is the substantive contemptuous conduct rule that both supplies the first ground for exclusion under FINRA Rule 9150(a) and provides the procedural framework for NAC review of exclusion orders under FINRA Rule 9150(a)'s second sentence.

Seeking Review of an Exclusion in Practice

FINRA Rule 9150(a) sends an excluded attorney or representative to FINRA Rule 9280(c) for review. Under FINRA Rule 9280(c), review is sought by filing a motion to vacate with the National Adjudicatory Council. The motion is filed with the National Adjudicatory Council and served on all Parties, so the Department of Enforcement and any other respondent in the proceeding receive it as well.

The time allowed is short. The motion to vacate must be filed and served within five days after service of the exclusion order. The clock is set by service of the order, not by the end of the hearing or by the date of any final decision. Any response to the motion is filed with the National Adjudicatory Council and served on all Parties within five days after service of the motion to vacate.

The National Adjudicatory Council or the Review Subcommittee considers the motion on an expedited basis and promptly issues a written order. The review is conducted on the basis of the written record without oral argument. An excluded attorney's case for vacating the exclusion is therefore made in the motion papers, not at a hearing before the reviewing body.

What the Review Right Covers

The review right in FINRA Rule 9150(a) attaches when an attorney or representative "is excluded from a disciplinary hearing or conference, or any portion thereof". An exclusion need not cover the whole hearing to be reviewable. An attorney excluded from a single day's session, or from one conference, may seek review of that exclusion in the same way as an attorney excluded from the entire hearing.

The same sentence conditions the review right on the exclusion itself and names neither ground. An attorney excluded for unethical or improper professional conduct, for example because of a conflict arising from prior representation of an adverse party, may seek review by the National Adjudicatory Council under FINRA Rule 9280(c) in the same way as an attorney excluded for contemptuous conduct.

What the exclusion takes away is also stated in the rule. FINRA Rule 9150(a) excludes the attorney or representative "from acting as counsel, acting in any representative capacity, or otherwise appearing" in the particular proceeding. An excluded attorney therefore cannot remain in the proceeding by recasting the role. Continuing to act for the client under another title, such as the client's non-attorney representative, is acting in a representative capacity, and the exclusion reaches it.

Worked Scenario: An Exclusion Through Review and the Stay

Ms. Reyes represents a registered representative in a disciplinary hearing. On the third day the Hearing Officer, finding that she has repeatedly disobeyed an order limiting her cross-examination, excludes her from the rest of the hearing under FINRA Rule 9150. The exclusion order is served on the Parties that day.

Ms. Reyes has five days after service of the exclusion order to file her motion to vacate with the National Adjudicatory Council and serve it on all Parties. When she files it, the filing stays all aspects of the disciplinary proceeding. The hearing, conferences and other activities relating to the proceeding do not continue while the review is pending.

The stay does not end on the day the reviewing body rules. FINRA Rule 9280(c) keeps it in place "until at least seven days after service of the order of the National Adjudicatory Council or the Review Subcommittee". If the order reverses the exclusion, Ms. Reyes returns as counsel, but the hearing does not resume before at least seven days after that order is served.

If instead the order upholds the exclusion, the respondent may need new counsel. FINRA Rule 9280(d) allows the Hearing Officer to grant an adjournment "upon motion by a Party represented by an attorney or other person subject to an order of exclusion", to allow the retention of new counsel or the selection of a new representative. The motion is the respondent's, as the Party Ms. Reyes represented.

Contempt by a Party Appearing Without Counsel

FINRA Rule 9280(a) separates who may be sanctioned from who may be excluded. It allows the Hearing Officer, Hearing Panel or, if applicable, Extended Hearing Panel to subject a Party, an attorney for a Party, or another authorized representative to the sanctions in FINRA Rule 9280(b). Exclusion under FINRA Rule 9150 is provided for "an attorney for a Party, or other person authorized to represent others by Rule 9141". FINRA Rule 9150(a) is framed the same way.

Suppose a respondent who appears without counsel repeatedly disobeys the Hearing Officer's orders. The respondent is a Party, not an attorney for a Party or a representative of others, so the tools FINRA Rule 9280 points to are the orders in FINRA Rule 9280(b). Those orders may include an order that designated facts be taken as established, an order that the disobedient Party may not support or oppose designated claims or defenses or introduce designated matters in evidence, or an order striking pleadings or a specified part of them.

Common Errors About Exclusion

One recurring error is treating the review right as confined to contempt exclusions. FINRA Rule 9150(a) attaches it to any exclusion from a disciplinary hearing or conference, or any portion of one.

A second is letting the review window close. The motion to vacate must be filed with the National Adjudicatory Council and served on all Parties within five days after service of the exclusion order.

A third is assuming the hearing restarts as soon as the National Adjudicatory Council or the Review Subcommittee rules. The stay runs until at least seven days after service of that order.

A fourth is preparing to argue the motion orally. The review is conducted on the written record without oral argument.

A fifth is reaching for FINRA Rule 9150 against a party appearing for itself. FINRA Rule 9150 provides for excluding attorneys and other persons authorized to represent others; a Party's own contemptuous conduct is met by the orders in FINRA Rule 9280(b).

Who May Exclude, and in Which Proceedings

FINRA Rule 9150(a) gives the power to exclude to "an Adjudicator". FINRA Rule 9120(a) defines that term broadly: a body, board, committee, group, or natural person that presides over a proceeding and renders a decision; one that presides and renders a recommended or proposed decision acted on by such an Adjudicator; and a natural person who serves on any of those bodies. The definition expressly includes a Review Subcommittee, a Subcommittee, an Extended Proceeding Committee and a Statutory Disqualification Committee. The power to exclude therefore belongs to whichever of these presides over the proceeding, not to the Hearing Officer alone. A Subcommittee constituted to participate in the National Adjudicatory Council's consideration of an appeal is an Adjudicator, and an attorney whose unethical or improper professional conduct occurs in that appeal proceeding is within the rule.

The proceedings are defined just as broadly. FINRA Rule 9150(a) speaks of "a particular Rule 9000 Series proceeding", not of disciplinary proceedings only. A Hearing Officer conducting an expedited proceeding under the FINRA Rule 9550 Series, a role FINRA Rule 9120(r) gives Hearing Officers, presides over a Rule 9000 Series proceeding, and a representative's unethical or improper professional conduct in that expedited proceeding can ground exclusion from it.

Exclusion and the Representation Rule, FINRA Rule 9141

FINRA Rule 9141(b) sets out who may represent others: an attorney admitted to practice before the highest court of any state of the United States, the District of Columbia, or any commonwealth, territory, or possession of the United States; a member of a partnership, for the partnership; and a bona fide officer of a corporation, trust, or association, for that entity. Each of them is an "other person authorized to represent others by Rule 9141" within FINRA Rule 9150(a). A corporate member represented at a hearing by its own bona fide officer, not by a lawyer, is represented by someone the Adjudicator may exclude on the same grounds as an attorney.

FINRA Rule 9141(b) grants the representation right "Subject to the prohibitions of Rules 9150 and 9280". Qualification to represent is therefore not protection from removal. An attorney admitted before a state's highest court, and so fully qualified under FINRA Rule 9141(b), holds that position subject to exclusion under FINRA Rule 9150.

Exclusion removes the representative; it does not remove the Party. FINRA Rule 9141(a) provides that "In any proceeding, a person may appear on his or her own behalf." A respondent whose attorney has been excluded, and who does not retain new counsel, may continue in the proceeding by appearing personally, and must then file with the Adjudicator, or state on the record, and keep current an address, telephone number and electronic mail address as FINRA Rule 9141(a) requires.

A respondent who instead chooses a new representative brings that person in under FINRA Rule 9141(b). When the new representative first makes any filing or otherwise appears in a representative capacity, the representative must file with the Adjudicator, and keep current, a Notice of Appearance stating the name of the proceeding; the representative's name, business address, telephone number and electronic mail address; and the name and address of the person represented. Replacing excluded counsel is a first appearance for the replacement.

Exclusion Review Beside FINRA Rule 9148 and the FINRA Rule 9280(b) Sanctions

FINRA Rule 9148 bars interlocutory review "Except as provided in Rule 9280", and provides that where an Adjudicator grants interlocutory review of any other ruling or order, "such review shall not stay a proceeding, except under Rule 9280 or as otherwise ordered by the Adjudicator". The two routes therefore differ in their effect on the hearing. If a respondent obtains interlocutory review of a discovery ruling, the hearing continues unless the Adjudicator orders otherwise. If its attorney is excluded and a motion to vacate is filed, the filing itself stays all aspects of the disciplinary proceeding.

Exclusion is not an alternative the Hearing Officer must choose instead of the other contempt sanctions. FINRA Rule 9280(a) provides that the Hearing Officer, Hearing Panel or, if applicable, Extended Hearing Panel may subject the person to the sanctions in paragraph (b) "and" exclude an attorney or representative under FINRA Rule 9150. Where counsel defies an order by introducing matters the Hearing Officer has ruled out, the Hearing Officer may exclude counsel and also order that the disobedient Party may not introduce those designated matters in evidence.

Worked Scenario: Excluding the Department of Enforcement's Counsel

In a disciplinary proceeding under the FINRA Rule 9200 Series, FINRA Rule 9120(y) makes the Department of Enforcement a Party, alongside the Respondent. An Enforcement attorney is therefore an "attorney for a Party" within FINRA Rule 9150(a). Suppose the Hearing Panel excludes an Enforcement attorney from a conference for contemptuous conduct. The review right in FINRA Rule 9150(a) belongs to "an attorney for a Party" who is excluded from a disciplinary hearing or conference, so the Enforcement attorney may file a motion to vacate with the National Adjudicatory Council under FINRA Rule 9280(c), serve it on all Parties, including the Respondent, and the filing stays the proceeding in the same way as when a respondent's counsel seeks review.

Examination Relevance and Key Takeaways

FINRA Rule 9150 is tested on the Series 24 General Securities Principal examination in the context of the Code of Procedure's provisions governing representation, Adjudicator authority over proceedings, and the specific mechanism through which attorneys and representatives may be excluded from disciplinary proceedings.

The key points to retain are these: FINRA Rule 9150 grants Adjudicators discretionary authority — may, not shall — to exclude attorneys and authorized representatives from particular Rule 9000 series proceedings on two grounds: contemptuous conduct under FINRA Rule 9280, and unethical or improper professional conduct in that proceeding; the exclusion is proceeding-specific — it applies only to the particular proceeding in which the conduct occurred and does not constitute a general bar from FINRA proceedings; OHO decisions apply the standard by drawing on judicial attorney disqualification cases, balancing the seriousness of the alleged misconduct against the party's right to representation by counsel of their choosing; an excluded attorney or representative may seek immediate review by the National Adjudicatory Council under FINRA Rule 9280(c) — this is the only category of as-of-right interlocutory review in the Code and constitutes the sole exception to FINRA Rule 9148's general prohibition on interlocutory review; the disciplinary hearing is automatically stayed pending NAC review of an exclusion order under FINRA Rule 9280(c); if the exclusion is upheld by the NAC, the Hearing Officer may grant an adjournment on motion to allow the party to retain new counsel; FINRA Rule 9150(b) confirms that excluding an attorney or representative from a proceeding does not preclude FINRA from initiating separate proceedings against that person for the same or related conduct; FINRA Rule 9150 is cross-referenced in FINRA Rule 9141(b) as a limitation on the representation right, and its review route is the exception FINRA Rule 9148 makes to the interlocutory review prohibition by naming FINRA Rule 9280; and the rule was adopted in 1997 and last amended December 15, 2008 through SR-FINRA-2008-021 with no substantive amendments since original adoption.