Table of Contents
SERIES 24 | FINANCIAL REGULATION COURSES
FINRA Rule 9264 governs the motion for summary disposition — the mechanism through which a party in a FINRA disciplinary proceeding may seek disposition of one or more causes of action set forth in the complaint without a full evidentiary hearing, when there is no genuine issue with regard to any material fact and the moving party is entitled to a decision as a matter of law. The rule establishes who may make the motion, who may grant it, what standard governs the grant, how facts are treated in the motion briefing context, what protections exist for parties who cannot yet present opposing facts, what supporting documents the motion must include, and when the motion may be filed. Summary disposition is FINRA's analog to summary judgment in federal civil litigation — it eliminates the need for a full evidentiary hearing on causes of action whose factual record is so clear that no reasonable trier of fact could find for the non-moving party, conserving the resources of all parties and the adjudicative system while ensuring that genuinely contested cases receive the full hearing they require.
FINRA Rule 9264 sits within the 9260 Hearing and Decision subsection of the 9200 Disciplinary Proceedings section of the 9000 Code of Procedure series. It was adopted by SR-NASD-97-28 effective August 7, 1997, amended by SR-NASD-97-81 effective January 16, 1998, amended by SR-NASD-99-76 effective September 11, 2000, amended by SR-FINRA-2008-021 effective December 15, 2008, and last amended by SR-FINRA-2011-044 effective March 30, 2012. Two selected notices are associated with the rule — 08-57 and 12-12.
FINRA Rule 9264(a) establishes three distinct provisions that together define the basic architecture of summary disposition practice.
The motion right is available to any party — both the Department of Enforcement and respondents may seek summary disposition of any cause of action set forth in the complaint. Enforcement most commonly moves for summary disposition when the factual record is so clear that no genuine dispute exists — for example, when a respondent has admitted the charged conduct in sworn testimony or when documentary evidence is so unambiguous as to leave no room for factual dispute. Respondents most commonly move when the charges are legally insufficient on their face or when a statute of limitations defense or jurisdictional challenge can be resolved without factual development. OHO Order 18-01 confirms both uses — the respondent in that case moved for partial summary disposition on statute of limitations grounds, and the NAC decision in Dep't of Enforcement v. Perles confirmed that a motion to dismiss may be appropriately treated as a motion for summary disposition.
The decision authority provision — one of the most operationally significant provisions in the rule — creates an asymmetric authority structure. The Hearing Officer may promptly deny or defer decision on any motion for summary disposition. Only the Hearing Panel or Extended Hearing Panel may grant a motion for summary disposition — with one exception: the Hearing Officer may grant motions for summary disposition with respect to questions of jurisdiction. OHO Order 18-01 restated this division of authority precisely: the Hearing Officer may deny any motion for summary disposition; only the Hearing Panel may grant a motion for summary disposition on non-jurisdictional grounds.
This asymmetric authority reflects the different institutional stakes of denial versus grant. Denying summary disposition — preserving the case for full evidentiary hearing — is a conservative, pro-hearing decision that the Hearing Officer can make unilaterally without risk of depriving the non-moving party of a fair hearing. Granting summary disposition — disposing of charges without a full hearing — is a consequential decision that eliminates the evidentiary process and must reflect the collective judgment of the full three-member Panel. The jurisdiction exception for Hearing Officer grant authority acknowledges that jurisdictional questions are often purely legal threshold matters that can be resolved efficiently without requiring full Panel deliberation.
The granting standard — no genuine issue with regard to any material fact and the moving party is entitled to summary disposition as a matter of law — mirrors the federal summary judgment standard of Federal Rule of Civil Procedure 56(a). A genuine issue of material fact exists when the evidence, viewed in the light most favorable to the non-moving party, could support a reasonable finding in their favor on a fact that matters to the outcome. If such a genuine dispute exists on any material fact, summary disposition is unavailable and the case must proceed to a full evidentiary hearing. If all material facts are undisputed — either because both parties agree on the facts or because the non-moving party has presented no evidence creating a genuine factual dispute — and the undisputed facts entitle the moving party to a decision as a matter of law, summary disposition is appropriate.
OHO decisions applying FINRA Rule 9264 draw extensively on the federal summary judgment jurisprudence for the genuine issue as to material fact standard. The non-moving party must present more than speculation or conjecture to defeat a properly supported summary disposition motion — mere denials or unsupported assertions that facts are disputed do not create a genuine issue. But all reasonable inferences must be drawn in favor of the non-moving party, and the Hearing Panel should not resolve credibility disputes on a summary disposition motion — those are for the full hearing.
FINRA Rule 9264(b) establishes the pleadings-taken-as-true framework for summary disposition motions. When a party files a summary disposition motion, the facts alleged in the pleadings of the party against whom the motion is made shall be taken as true — except as modified by stipulations or admissions made by the non-moving party, by uncontested affidavits or declarations, or by facts officially noticed pursuant to FINRA Rule 9145.
The pleadings-taken-as-true standard operates in opposite directions depending on whether Enforcement or the respondent is the moving party. When Enforcement moves for summary disposition, the respondent's answer allegations are taken as true — the facts the respondent has asserted in their answer are accepted as undisputed, and the question is whether even on those facts Enforcement is entitled to a decision as a matter of law. When the respondent moves for summary disposition, the complaint's allegations are taken as true — the charges FINRA has made are accepted as undisputed facts, and the question is whether even on those facts the respondent is entitled to dismissal as a matter of law.
The three exceptions to the pleadings-taken-as-true standard address the specific types of uncontested factual material that may supplement or modify the pleadings for summary disposition purposes. Stipulations and admissions made by the non-moving party — formal agreements about facts, responses to requests for admission, and other affirmative acknowledgments — may be used to establish facts beyond the pleadings. Uncontested affidavits or declarations — sworn factual statements that the non-moving party has not disputed — may be used similarly. Facts officially noticed pursuant to FINRA Rule 9145 — whether matters judicially noticeable or within FINRA's specialized institutional knowledge — are treated as established without formal proof.
FINRA Rule 9264(c) addresses a specific fairness concern that arises when a summary disposition motion is filed before the non-moving party has had adequate opportunity to develop the factual record of their position. When a party opposing a summary disposition motion cannot present, by affidavit prior to the hearing, facts essential to justify their opposition, the Hearing Panel or Extended Hearing Panel may deny the motion or defer the decision.
This protection is the FINRA analog to Federal Rule of Civil Procedure 56(d), which allows a party opposing summary judgment to show by affidavit or declaration that they cannot present facts essential to justify their opposition. The protection prevents a summary disposition motion filed before discovery is complete from being granted simply because the non-moving party has not yet had access to the facts that would establish a genuine dispute. A respondent who has not yet received FINRA's full document production under FINRA Rule 9251 cannot be expected to present by affidavit all facts essential to justify their opposition — the FINRA Rule 9264(c) protection allows the Panel to deny or defer the motion until the factual record is sufficiently developed for a fair assessment.
The denial-or-defer formulation is noteworthy — the Panel has the option to deny the motion outright or to defer decision until the non-moving party has the opportunity to develop their factual case. Deferral is particularly appropriate when the timing issue is specific — when discovery is nearing completion and a brief additional period will allow the non-moving party to present the facts they need. Denial may be more appropriate when the timing problem is fundamental — when the factual record that would be needed to oppose the motion will only emerge from the full evidentiary hearing itself.
FINRA Rule 9264(d) specifies the supporting documents that must accompany a summary disposition motion. As confirmed in the Guide to the Disciplinary Hearing Process, these are: a statement of undisputed facts; a supporting memorandum not longer than thirty-five pages addressing the legal authority upon which the moving party relies; and affidavits or declarations setting forth the admissible facts upon which the moving party relies.
The statement of undisputed facts is the threshold document — it identifies the specific factual assertions the moving party contends are beyond genuine dispute and therefore support the conclusion that summary disposition is appropriate. This statement enables the non-moving party to identify precisely which facts they do or do not dispute, focusing the briefing on the genuinely contested legal and factual issues.
The affidavits or declarations must set forth such facts as would be admissible at the hearing and show affirmatively that the affiant is competent to testify to the matters stated therein — a competency and admissibility requirement that mirrors the federal summary judgment affidavit standard. Conclusory or speculative affidavit statements that do not reflect personal knowledge of admissible facts do not satisfy FINRA Rule 9264(d). OHO Order 22-15 confirmed this requirement directly — a respondent's summary disposition motion was deficient because it relied on factual allegations not contained in the complaint without accompanying affidavit support satisfying FINRA Rule 9264(d)'s requirements.
OHO's Portal filing requirements confirm the practical submission logistics: the motion for summary disposition, memorandum of law, statement of material facts, affidavits or declarations, and certificate of service should be filed as one PDF with bookmarks, with summary disposition exhibits filed as a separate combined PDF with bookmarks.
FINRA Rule 9264(e) establishes the timing framework for summary disposition motions. A party may file a motion for summary disposition after respondents have filed their answers and after the Department of Enforcement has made its investigatory file available for inspection and copying pursuant to FINRA Rule 9251. This timing requirement ensures that both the pleadings stage and the initial discovery stage have been completed before summary disposition is available — preventing early-filed summary disposition motions that would short-circuit the respondent's ability to understand the evidentiary basis for the charges before being required to respond to a no-genuine-issue-as-to-material-fact contention.
The motion may also be filed at the hearing itself — before a Hearing Panel or Extended Hearing Panel after a Party has presented evidence. This during-hearing summary disposition option addresses the situation where evidence presented at the hearing is so overwhelmingly one-sided that the non-presenting party is entitled to a ruling before the hearing concludes, analogous to a motion for judgment as a matter of law in federal court litigation under Federal Rule of Civil Procedure 50.
The restriction on Hearing Officer authority to grant summary disposition motions on non-jurisdictional grounds — only the full Panel may grant — is directly referenced in FINRA Rule 9146(j)'s allocation of motion decision authority. FINRA Rule 9146(j) provides that in Rule 9200 series proceedings, a motion for summary disposition of a cause of action set forth in a complaint shall be decided by a majority vote of the Hearing Panel or Extended Hearing Panel — not by the Hearing Officer alone. FINRA Rule 9264(a)'s grant authority restriction and FINRA Rule 9146(j)'s Panel vote requirement are two expressions of the same policy — that disposing of charges without a full hearing is a collective Panel decision of sufficient consequence to require majority vote of all three Panel members.
FINRA Rule 9264 is tested on the Series 24 General Securities Principal examination as the summary disposition rule — the mechanism for resolving charges without full hearing when no genuine factual dispute exists and the moving party is entitled to a decision as a matter of law.
The key points to retain are these: FINRA Rule 9264 allows any party to move for summary disposition of any cause of action when there is no genuine issue as to any material fact and the moving party is entitled to a decision as a matter of law; the Hearing Officer may only deny or defer a summary disposition motion — only the Hearing Panel or Extended Hearing Panel may grant the motion, except the Hearing Officer may grant motions limited to jurisdictional questions; the no-genuine-issue-as-to-material-fact standard mirrors the federal summary judgment standard and requires that all material facts be undisputed or that no reasonable trier of fact could find for the non-moving party; when a party files a summary disposition motion the non-moving party's pleadings are taken as true except as modified by stipulations, admissions, uncontested affidavits or declarations, or officially noticed facts; the Hearing Panel may deny or defer the motion when the opposing party cannot present essential facts prior to the hearing due to incomplete discovery or other legitimate timing constraints; supporting documents must include a statement of undisputed facts, a memorandum not exceeding thirty-five pages, and affidavits or declarations of admissible facts — OHO Portal filing requires a single PDF combining all these documents; the motion may be filed after answers have been filed and the investigatory file has been made available for discovery, or at the hearing itself after a party has presented evidence; summary disposition motions require majority Hearing Panel vote to grant consistent with FINRA Rule 9146(j); and the rule was last amended March 30, 2012 through SR-FINRA-2011-044.
