FINRA Rule 9347

The rule also establishes a forty-page limit for all briefs other than reply briefs, exclusive of tables of contents and tables of authorities, with advance leave required to exceed that limit. 

The default briefing schedule provides twenty-one days from the scheduling order for opening briefs and twenty-one days thereafter for answering briefs, subject to Counsel to the NAC's authority to establish or amend the schedule under FINRA Rule 9313(a)(2). 

Together these provisions define the written advocacy framework within which parties present their appellate arguments to the Subcommittee and NAC — the documentary component of the appellate process that either precedes oral argument under FINRA Rule 9341 or serves as the complete advocacy basis under FINRA Rule 9343 when no oral argument is held.

FINRA Rule 9347 sits within the 9300 Review of Disciplinary Proceeding series as a free-standing rule outside the 9340 Proceedings subsection — applicable to all NAC appellate proceedings alongside FINRA Rule 9346's evidence provisions. It was adopted by SR-NASD-97-28 effective August 7, 1997, amended by SR-NASD-97-81 effective January 16, 1998, and last amended by SR-FINRA-2008-021 effective December 15, 2008. Two selected notices are associated — 00-56 and 08-57.

FINRA Rule 9347(a): Brief Content Requirements

FINRA Rule 9347(a) establishes the substantive content requirements that every appellate brief in NAC proceedings must satisfy.

The confinement-to-matters-at-issue requirement — briefs shall be confined to the particular matters at issue — prevents appellate briefs from addressing issues not properly before the NAC. A respondent who identified specific grounds of appeal in their FINRA Rule 9311 notice of appeal cannot use the appellate brief to raise entirely new issues not identified in the notice. This confinement requirement reinforces the issue preservation principle embedded in FINRA Rule 9311's provision that the NAC may deem waived any issue not raised in the notice of appeal — a brief that ranges beyond the noticed issues may find those additional arguments disregarded.

The exception support requirement — the most operationally demanding content requirement — provides that every exception to a finding, conclusion, or sanction shall be supported by citation to the relevant portions of the record including references to specific pages relied upon, and by concise argument including citation of relevant statutes, decisions, and other authorities. This dual requirement of specific record citations and legal authority citation sets a high standard for appellate brief quality. A brief that asserts the Hearing Panel's factual finding is unsupported without citing the specific transcript pages or exhibits that demonstrate the lack of support has not satisfied the record citation requirement. A brief that argues the Hearing Panel applied the wrong legal standard without citing the applicable rule text, NAC precedents, SEC decisions, and federal court authorities that establish the correct standard has not satisfied the legal authority citation requirement.

The record citation requirement in FINRA Rule 9347 is the appellate counterpart to FINRA Rule 9266(b)'s requirement that post-hearing briefs in OHO proceedings include specific record references. Both rules implement the same fundamental principle — factual assertions in formal proceedings before adjudicative bodies must be grounded in the evidentiary record with sufficient specificity to enable the adjudicators to verify those assertions without searching through the entire record. The record index transmitted under FINRA Rule 9321 provides the navigation tool that makes precise record citations possible.

The evidence exception requirement — when an exception relates to the admission or exclusion of evidence, the substance of the admitted or excluded evidence shall be set forth in the brief, an appendix thereto, or by citation to the record — addresses the specific challenge of challenging evidentiary rulings in appellate proceedings. To assess whether an evidentiary ruling was erroneous and whether any error was prejudicial, the reviewing body must understand what evidence was admitted or excluded. When the evidence is documentary, record citation may suffice. When the evidence is testimonial or not clearly captured in a record citation, the brief or appendix must set forth the substance — enabling the Subcommittee and NAC to assess the ruling's significance without having to search the transcript.

The reply brief limitation — reply briefs shall be limited to matters in reply — prevents appellants from using reply briefs as vehicles for raising entirely new arguments or extending their original brief under the guise of replying to the answering brief. Reply briefs may address arguments made in the answering brief and clarify points raised in the opening brief, but may not introduce new issues, new record citations, or new legal authorities unrelated to the answering brief's content.

The format conformance requirement — all briefs shall conform to the requirements of the Rule 9130 Series — applies FINRA Rule 9136's physical format specifications to appellate briefs: 8½ by 11 inch paper, 10 or 12 point typeface, a title page identifying the proceeding and parties, pagination with one-inch margins, double-spaced body text with single-spaced footnotes, and stapling or clipping in the upper left corner. FINRA Rule 9137's signature certification requirement also applies — every appellate brief must be signed by counsel or the party, certifying that the brief is well-grounded in fact and warranted by existing law or a good faith argument for its extension. Counsel to the NAC may permit variations from the Rule 9130 Series requirements under FINRA Rule 9313(a)(3) when specific circumstances warrant.

The Forty-Page Limit

The forty-page limit for briefs other than reply briefs — exclusive of pages containing tables of contents or tables of authorities — is the most quantitatively specific requirement in FINRA Rule 9347(a). Advance leave from the Subcommittee, Extended Proceeding Committee, NAC, Review Subcommittee, or Counsel to the NAC is required to exceed the forty-page limit.

The forty-page limit is substantially more generous than FINRA Rule 9266(d)'s twenty-five-page limit for post-hearing briefs in OHO proceedings — reflecting the broader scope of appellate briefing compared to post-hearing advocacy at the first level. Appellate briefs in complex disciplinary cases must address multiple causes of action, contested factual findings across a voluminous record, legal standards governing multiple rule violations, sanction analysis under the Sanction Guidelines, and often jurisdictional or procedural issues as well. The forty pages provided for opening and answering briefs accommodates this scope while establishing an outer boundary that focuses appellate advocacy on the most significant issues rather than exhaustive treatment of every conceivable argument.

The exclusion of tables of contents and tables of authorities from the page count follows the same convention as FINRA Rule 9136(d) — navigational and citation materials serve essential functions without consuming the space better devoted to substantive argument, and should not be discouraged by being counted against the page limit.

FINRA Rule 9347(b): The Default Briefing Schedule

FINRA Rule 9347(b) establishes the default briefing schedule that applies unless Counsel to the NAC, the Subcommittee, or the NAC specifies otherwise. Opening briefs shall be submitted not less than twenty-one days from the date of the scheduling order issued in connection with the appeal. Answering briefs shall be submitted twenty-one days thereafter. These default periods establish predictable preparation timelines for both parties absent specific case-by-case scheduling.

The twenty-one-day period for opening briefs runs from the scheduling order rather than from the record transmission date or the appeal filing date. This anchoring to the scheduling order — typically issued after the record has been transmitted and the Subcommittee constituted — ensures that parties have access to the complete indexed record before their briefing clock begins running. A party cannot be expected to write a brief with specific record citations if the record has not yet been assembled and transmitted under FINRA Rule 9321.

The twenty-one-day answering brief period runs from the opening brief's submission — giving the appellee equivalent preparation time to respond to the arguments the appellant has raised. This parallel structure ensures that neither party has a timing advantage in the briefing process.

Counsel to the NAC has authority under FINRA Rule 9313(a)(2) to establish or amend the briefing schedule under FINRA Rule 9347(b) — but may not shorten the schedule without the parties' consent. The NAC or Subcommittee may also modify the schedule for good cause under FINRA Rule 9322. Extended proceedings with voluminous records may warrant longer briefing periods; straightforward appeals with limited issues may proceed on an accelerated schedule if the parties agree and Counsel or the Subcommittee so orders.

The Relationship Between FINRA Rule 9347 and FINRA Rule 9266

FINRA Rule 9347's appellate briefing requirements and FINRA Rule 9266's post-hearing briefing requirements at the OHO level share the same fundamental structure — both require specific record citations supporting factual assertions, both impose page limits on submissions, and both operate within the Rule 9130 Series format requirements. The differences reflect the different nature of the two advocacy contexts. At OHO, parties are proposing factual findings and legal conclusions to a Panel that observed the witnesses and evidence firsthand; at the NAC, parties are challenging a completed first-level decision on legal and factual grounds before an appellate body reviewing the record. The exception-based structure of FINRA Rule 9347(a) — requiring that every exception to a finding, conclusion, or sanction be separately articulated and supported — reflects the appellate context's focus on specific alleged errors rather than the comprehensive factual and legal analysis that FINRA Rule 9266 post-hearing briefs present.

Connection to FINRA Rules 9266, 9313, 9322, 9343, 9344, 9345, 9346, and 9348

FINRA Rule 9347 connects to FINRA Rule 9266 as its OHO-level counterpart governing post-hearing briefing. It connects to FINRA Rule 9313(a)(2) and (3) — which grant Counsel to the NAC authority to establish and amend briefing schedules and permit format variations. It connects to FINRA Rule 9322 — whose scheduling flexibility framework governs extension and modification of the FINRA Rule 9347 briefing schedule. It connects to FINRA Rule 9343 — whose paper-only disposition provision references FINRA Rule 9347's briefing materials as the basis for review when oral argument is not held. It connects to FINRA Rule 9344 — whose evidence and briefing request provisions reference FINRA Rule 9347 as the operative briefing rule. It connects to FINRA Rule 9345 — whose recommended decision is grounded in the FINRA Rule 9347 briefs alongside the official record. It connects to FINRA Rule 9346 — whose evidentiary framework permits FINRA Rule 9347 briefs as supplemental materials alongside the official record. And it connects to FINRA Rule 9348 — whose powers on review are exercised in the context of the FINRA Rule 9347 briefing that presents the issues to the NAC.

Examination Relevance and Key Takeaways

FINRA Rule 9347 is tested on the Series 24 General Securities Principal examination as the NAC appellate briefing rule — covering the content requirements for appellate briefs, the page limit, and the default briefing schedule.

The key points to retain are these: FINRA Rule 9347(a) requires appellate briefs to be confined to matters at issue; every exception to a Hearing Panel finding, conclusion, or sanction must be supported by specific record citations including page references and by concise legal argument with relevant authority citations; when an exception challenges an evidentiary ruling the substance of the admitted or excluded evidence must be set forth in the brief, an appendix, or by record citation; reply briefs are limited to matters in reply; all briefs must conform to the Rule 9130 Series format requirements; briefs other than reply briefs may not exceed forty pages exclusive of tables of contents and tables of authorities without advance leave from the Subcommittee, NAC, Review Subcommittee, or Counsel to the NAC; FINRA Rule 9347(b) establishes a default briefing schedule of twenty-one days from the scheduling order for opening briefs and twenty-one days thereafter for answering briefs; Counsel to the NAC may establish or amend the schedule under FINRA Rule 9313(a)(2) but may not shorten it without party consent; the briefing schedule may be modified for good cause under FINRA Rule 9322; and the rule was adopted in 1997 and last amended December 15, 2008 through SR-FINRA-2008-021.