Table of Contents
SERIES 24 | FINANCIAL REGULATION COURSES
FINRA Rule 9351 governs the FINRA Board of Governors' discretionary authority to call a NAC proposed decision for further review — the highest tier of FINRA's internal disciplinary appellate system.
The rule establishes five operative provisions: the Governor's call-for-review right; the fifteen-day period within which a call may be made with the Board's authority to shorten it by unanimous vote or extend it by majority vote; the Board's obligation to conduct review at its next meeting after a timely call; the Board's complete dispositional authority including the power to affirm, modify, reverse, or remand findings and to affirm, modify, reverse, increase, reduce, or substitute sanctions including PCDO terms; and the issuance and service obligations for the Board's written decision including the email service authority added in 2022.
Together these five provisions create the complete framework for the FINRA Board's discretionary oversight of NAC appellate decisions — an authority that exists as the ultimate institutional check on FINRA's internal disciplinary outcomes before the external appellate process before the SEC and federal courts.
FINRA Rule 9351 sits as the sole substantive rule within the FINRA Rule 9350 Discretionary Review by FINRA Board subsection of the 9300 Review of Disciplinary Proceeding 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-FINRA-2008-021 effective December 15, 2008, amended by SR-FINRA-2015-019 effective November 2, 2015 — adding the PCDO terms parenthetical consistent with FINRA Rule 9348's parallel amendment — and most recently amended by SR-FINRA-2022-009 effective August 22, 2022 — adding email service authority for Board decisions. Three selected notices are associated — 08-57, 15-35, and 22-16.
FINRA Rule 9351(a) establishes the threshold right — a Governor may call a disciplinary proceeding for review by the FINRA Board if the call for review is made within the period prescribed in paragraph (b). The may formulation confirms the discretionary nature of the call-for-review authority — no Governor is obligated to call a proceeding for review, and the Board as an institution does not automatically review every NAC proposed decision.
Each Governor independently assesses whether a specific NAC proposed decision warrants Board-level review.
The individual Governor authority — any single Governor may trigger Board review — creates a low institutional threshold for initiating review while ensuring that the review authority exists at the individual level rather than requiring collective Board action to initiate.
This structure enables a single Governor who identifies a significant legal error, policy concern, or sanctioning inconsistency in a NAC proposed decision to trigger review without needing to build a Board majority before the review period expires.
FINRA Rule 9351(b)(1) establishes the primary fifteen-day call-for-review window — a Governor must make their call for review not later than the next meeting of the FINRA Board that is at least fifteen days after the date on which the FINRA Board receives the NAC's proposed written decision. This fifteen-day period is measured from receipt of the proposed decision rather than from its issuance, ensuring that the Board has actual possession of the document before the review clock begins running.
The connection to Board meeting schedules — the call must be made not later than the next Board meeting that is at least fifteen days after receipt — ties the review period to FINRA's governance calendar rather than to an absolute calendar date. If the FINRA Board meets monthly and the proposed decision arrives two weeks before the next meeting, the fifteen-day requirement means that meeting is too soon — the Governor must wait for the subsequent meeting to make a timely call. If the proposed decision arrives thirty days before the next meeting, that meeting satisfies the fifteen-day minimum and a Governor may call at or before that meeting.
FINRA Rule 9351(b)(2) establishes two modification mechanisms. By unanimous Board vote, the Board may shorten the review period to less than fifteen days — accommodating urgent circumstances where expedited review is warranted. By majority Board vote during the fifteen-day period, the Board may extend the review period beyond fifteen days — providing additional time when a proposed decision raises complex issues requiring thorough review before the call decision is made. These flexibility provisions ensure that the fifteen-day default can be adjusted for both urgency and complexity without requiring a rule amendment.
FINRA Rule 9351(c) establishes two provisions governing the Board's conduct of review after a timely call. First, if a Governor calls for review within the prescribed period, the FINRA Board shall review the disciplinary proceeding not later than the next meeting of the FINRA Board — a mandatory timeline ensuring prompt review once a call has been made. Second, the FINRA Board may order the parties — excluding respondents who did not appeal or cross-appeal, or as to whom the relevant issues do not apply — to file briefs in connection with the Board review proceedings.
The mandatory shall review formulation contrasts with the discretionary may call formulation — once a call is made the review is obligatory, even if the calling Governor later changes their view or the Board majority would prefer not to review. This mandatory review obligation protects the parties whose rights are at issue — the respondent and Department of Enforcement — from having the review delayed indefinitely after a call has been made.
The parties-excluded-from-briefing limitation — excluding respondents who did not appeal, cross-appeal, or whose issues are not at stake in the review — mirrors the parallel limitation in FINRA Rule 9349(a)'s formal consideration provisions. Respondents who are not affected by the specific issues under Board review are not dragged into the Board-level proceeding unnecessarily, preserving their settled outcomes from the NAC level.
FINRA Rule 9351(d) establishes the Board's dispositional authority after review — authority that mirrors FINRA Rule 9348's NAC powers with one key modification: the Board may affirm, modify, or reverse the NAC's proposed written decision as a document rather than the underlying Hearing Panel decision directly. The Board's review is of what the NAC proposed — the Board assesses the NAC's analytical conclusions and may accept, adjust, or reject them.
The Board may affirm, modify, reverse, increase, or reduce any sanction including PCDO terms — the same granular sanction authority that FINRA Rule 9348 grants the NAC. The PCDO terms parenthetical — added by the 2015 amendment — ensures that the Board's review authority over sanctions extends to the precise language and scope of any permanent cease and desist order the NAC imposed or modified. The Board may impose any other fitting sanction beyond what the NAC ordered. And the Board may remand with instructions — directing the matter back to the NAC or OHO for further proceedings consistent with the Board's guidance.
The requirement that the Board prepare a written decision including all the elements described in FINRA Rule 9349(b)(1) through (6) — the same content requirements that govern NAC decisions — ensures that Board decisions are as analytically complete and well-reasoned as NAC decisions. A Board decision that simply reverses or modifies without explanation does not satisfy FINRA Rule 9351(d)'s content requirement.
FINRA Rule 9351(e) establishes the service obligations for the Board's written decision and its finality status. The Board shall issue and serve its written decision on the parties, provide a copy to each FINRA member employing a respondent, and — following the August 2022 amendment — may serve by electronic mail with service complete upon sending.
The Board's decision constitutes the final disciplinary action of FINRA for SEA Rule 19d-1(c)(1) purposes unless the Board remands the proceeding. This finality provision makes the Board's FINRA Rule 9351 decision the ultimate conclusion of FINRA's internal disciplinary appellate system when it exercises its review authority — superseding the NAC's proposed decision as the outcome of the full appellate process and triggering the respondent's right to seek SEC review under FINRA Rule 9370.
The unless-the-Board-remands qualifier preserves the possibility that Board review produces another appellate cycle rather than immediate finality. A Board remand with instructions returns the matter to the NAC or OHO, and the subsequent proceedings would again proceed through the Rule 9300 Series appellate framework before reaching final Board-level consideration.
The Board's exercise of FINRA Rule 9351 discretionary review authority must navigate the separation of functions constraints of FINRA Rule 9144(b). FINRA Rule 9144(b) prohibits Governors from participating in discussions or decisions relating to calls for review, reviews, or appeals pursuant to the Rule 9300 Series — except that the NAC Chair, if also a Governor, is exempt from this prohibition. This separation of functions constraint means that Governors who are prohibited from participating under FINRA Rule 9144(b) cannot call for review or participate in the Board's review deliberations. The practical significance is that FINRA Rule 9351's call-for-review right and review authority are exercised by the subset of Governors who are not subject to FINRA Rule 9144(b)'s restrictions in the specific proceeding at issue.
As confirmed by Federal Register filings associated with FINRA rulemaking, Board-level review under FINRA Rule 9351 is exercised rarely. The NAC's proposed decision under FINRA Rule 9349 becomes the final disciplinary action in the vast majority of cases because no Governor calls it for Board review. The Board's review authority exists as an institutional backstop — ensuring that significant disciplinary outcomes can receive the highest level of internal governance oversight — but routine disciplinary appeals are resolved at the NAC level without Board intervention.
The cases most likely to attract Board review are those involving novel legal theories that set precedent for future enforcement, unusually severe or unusually lenient sanctions that raise policy concerns, or significant procedural questions that affect the fairness of disciplinary proceedings broadly. These governance-level concerns are the appropriate domain of Board review — not the routine application of established legal standards to individual cases, which is properly left to the NAC's expert appellate judgment.
FINRA Rule 9351 connects to FINRA Rule 9144(b) — whose separation of functions constraints govern which Governors may exercise the call-for-review authority. It connects to FINRA Rule 9311 — whose appellate stay of the Hearing Panel decision extends through Board-level review under FINRA Rule 9351. It connects to FINRA Rule 9348 — whose NAC powers are the subject of Board-level review and whose authority structure mirrors FINRA Rule 9351(d)'s Board powers. It connects to FINRA Rule 9349 — whose proposed written decision is the subject of the Board's review under FINRA Rule 9351. It connects to FINRA Rule 9360 — whose sanctions effectiveness provisions govern when a Board decision under FINRA Rule 9351 takes effect. And it connects to FINRA Rule 9370 — whose SEC review right is triggered by the finality of a Board decision under FINRA Rule 9351(e).
FINRA Rule 9351 is tested on the Series 24 General Securities Principal examination as the FINRA Board discretionary review rule — the third and highest tier of FINRA's internal disciplinary appellate system.
The key points to retain are these: FINRA Rule 9351 grants any individual Governor the authority to call a NAC proposed disciplinary decision for Board review within the prescribed period; the default review period is fifteen days from the date the FINRA Board receives the NAC's proposed written decision measured to the next Board meeting that is at least fifteen days after receipt; the Board may shorten the period below fifteen days by unanimous vote or extend it above fifteen days by majority vote during the period; once a timely call is made the Board shall review the proceeding at its next meeting — the review is mandatory once called; the Board may order briefing from parties excluding respondents not affected by the specific issues under review; the Board's dispositional authority mirrors FINRA Rule 9348 — the Board may affirm, modify, or reverse the NAC's proposed decision; may affirm, modify, reverse, increase, or reduce any sanction including PCDO terms; may impose any other fitting sanction; or may remand with instructions; the Board must prepare a written decision including all FINRA Rule 9349(b)(1) through (6) content elements; the Board's decision constitutes final FINRA disciplinary action unless it remands — triggering the respondent's FINRA Rule 9370 SEC review right; the Board may serve its decision by email with service complete upon sending following SR-FINRA-2022-009 effective August 22, 2022; FINRA Rule 9144(b)'s separation of functions constraints limit which Governors may exercise the call-for-review and review authority; Board-level review is rare in practice with the NAC's proposed decision becoming final in the vast majority of cases; and the rule was last amended August 22, 2022 through SR-FINRA-2022-009.
