Table of Contents
SERIES 7 | SERIES 24 | FINANCIAL REGULATION COURSES
FINRA Rule 9910 is the final rule of the entire 9000 Code of Procedure — the sole substantive provision within the Rule 9900 series and the rule that completes FINRA's procedural rulebook by addressing the conduct of FINRA's own personnel rather than the members and associated persons FINRA regulates.
The rule establishes four distinct restrictions across four lettered paragraphs, each addressing a different dimension of the revolving door and confidentiality concerns inherent in any organization that combines substantial regulatory authority with a workforce that moves between FINRA and the securities industry it oversees. Paragraph (a) imposes a one-year restriction on former FINRA officers making influence-seeking communications or appearances before FINRA.
Paragraph (b) imposes a permanent restriction on former employees regarding matters in which they participated personally and substantially. Paragraph (c) imposes a two-year restriction on former employees regarding matters that were under their official responsibility during their last year of employment. And paragraph (d) protects nonpublic information by restricting both current and former employees' dissemination or disclosure of such information.
Three supplementary material provisions define appearance, communication, and employee for purposes of the rule. FINRA Rule 9910 was adopted through SR-FINRA-2018-037 with a staggered effective date — paragraphs (b) through (d) and the supplementary material definitions became effective December 3, 2018, while paragraph (a) became effective separately on April 1, 2019.
FINRA Rule 9910 sits within the 9900 Restrictions on Former FINRA Officers and Employees; Nonpublic Information series as the sole rule in that series and the final rule of the entire 9000 Code of Procedure. No selected notices are associated with the rule, and no amendments have occurred since its staggered 2018-2019 adoption.
FINRA Rule 9910(a) establishes the most temporally limited but substantively focused of the four restrictions. No former officer of FINRA shall knowingly, with the intent to influence, make any communication to or appearance before a FINRA Governor or employee within one year from the former officer's termination of employment with FINRA, on behalf of any other person in connection with any matter on which the former officer seeks official FINRA action by any Governor or employee of FINRA.
Several elements of this restriction deserve careful attention. The restriction applies specifically to former officers — not to all former employees, a distinction that becomes important when comparing paragraph (a) to paragraphs (b) and (c), which apply to former employees more broadly including but not limited to officers. The knowingly and with the intent to influence elements establish a scienter requirement — the restriction does not capture inadvertent or incidental contacts but only deliberate communications or appearances made with the specific purpose of influencing FINRA action. The on behalf of any other person element confirms that the restriction addresses representational activity — a former officer acting purely in their own personal capacity regarding their own personal matters is not within the restriction's scope; it is the former officer's use of their FINRA relationships and institutional knowledge on behalf of clients, employers, or other third parties that the restriction targets. The seeks official FINRA action element defines the universe of covered matters — any matter on which the former officer is seeking some FINRA action, decision, or determination, which in the context of the Code of Procedure could include seeking favorable treatment in a disciplinary proceeding, an exemption application, an eligibility determination, or any other matter within FINRA's regulatory authority.
The waiver provision — a duly authorized FINRA officer may grant reasonable exceptions and waivers from this prohibition consistent with the purposes of the prohibition — preserves institutional flexibility for situations where the one-year restriction's blanket application would not serve its underlying purposes. A former officer whose departure was amicable, whose subsequent role poses no realistic conflict concern, and whose communication with FINRA on a specific matter would not implicate any of the influence concerns the restriction addresses might appropriately receive a waiver. The consistent with the purposes of the prohibition standard ensures that waivers are not granted as a matter of routine accommodation but only where the underlying conflict-of-interest rationale for the restriction is genuinely inapplicable to the specific circumstances.
The staggered effective date for paragraph (a) — April 1, 2019, four months after the December 3, 2018 effective date for the rest of the rule — suggests that FINRA built in additional implementation time specifically for the one-year officer restriction, possibly to allow then-current officers adequate notice of the restriction's future application to their own eventual departures, or to coordinate the restriction's implementation with other aspects of FINRA's officer employment policies and agreements.
FINRA Rule 9910(b) establishes the most stringent of the four restrictions — a permanent, lifetime prohibition with no temporal limitation. No former employee of FINRA shall knowingly, with the intent to influence, make any communication to or appearance before a FINRA Governor or employee on behalf of any other person in connection with a particular matter involving a specific party or parties, in which the former employee participated personally and substantially as an employee, and in which FINRA is a party or has a direct and substantial interest.
The absence of any time limitation in paragraph (b) — contrasted explicitly with the one-year limitation in paragraph (a) and the two-year limitation in paragraph (c) — reflects the principle that personal and substantial participation in a specific matter creates a conflict that does not attenuate with the passage of time. If a FINRA enforcement attorney personally and substantially worked on a disciplinary proceeding against a specific member firm, that attorney is permanently barred from later appearing before FINRA on behalf of that firm or any other party in connection with that same particular matter — whether the attempted appearance occurs one year, ten years, or thirty years after the attorney's departure from FINRA.
The particular matter involving a specific party or parties formulation — used identically in paragraphs (b) and (c) — is a term of art borrowed from the federal conflict of interest framework under 18 U.S.C. § 207. A particular matter involving specific parties is generally understood to encompass concrete, focused matters such as a specific investigation, a specific disciplinary proceeding, a specific exemption application, or a specific arbitration — as distinguished from broad policy matters, rulemaking proceedings of general applicability, or other matters that do not involve identifiable specific parties. This distinction matters considerably in practice — a former FINRA employee who participated in developing a general rule proposal affecting the entire industry is not thereby permanently barred from ever discussing that rule with FINRA after departure, because a general rulemaking proceeding is not a particular matter involving specific parties. But a former employee who personally and substantially worked on the disciplinary proceeding against a named respondent is permanently barred from any influence-seeking communication or appearance regarding that specific proceeding.
The in which FINRA is a party or has a direct and substantial interest qualification confirms that the restriction is calibrated to FINRA's own institutional stake in the matter — not every matter a former employee touched during their FINRA tenure triggers the restriction, only those matters in which FINRA itself is a party (such as a disciplinary proceeding FINRA's Department of Enforcement prosecuted) or has a direct and substantial interest (a category that could encompass matters where FINRA's institutional interests, reputation, or regulatory position are significantly implicated even if FINRA is not formally a named party in the traditional sense).
FINRA Rule 9910(c) establishes an intermediate restriction — broader in scope than paragraph (b)'s personal and substantial participation standard, but limited to two years rather than permanent. For two years after employment with FINRA terminates, no former employee shall knowingly, with the intent to influence, make any communication to or appearance before a FINRA Governor or employee on behalf of any other person in connection with a particular matter involving a specific party or parties, in which FINRA is a party or has a direct and substantial interest, and which the former employee knows or reasonably should know was actually pending under the former employee's official responsibility, within the one-year period prior to the termination of his or her employment with FINRA.
The official responsibility standard in paragraph (c) is broader than the personal and substantial participation standard in paragraph (b). Official responsibility encompasses matters that fell within a former employee's supervisory authority or organizational oversight — matters that the employee may never have personally worked on but that were, by virtue of the employee's position, within their direct or indirect chain of authority. A department head whose division was handling dozens of disciplinary proceedings simultaneously had official responsibility for all of those proceedings even if the department head was not personally and substantially involved in the day-to-day work on most of them.
The actually pending within the one-year period prior to termination qualification narrows paragraph (c)'s temporal scope on the front end — the restriction applies only to matters that were actually pending under the former employee's official responsibility during their final year of FINRA employment, not to matters from earlier in their career that have since been resolved or that were under their responsibility at some more distant point in time. Combined with the two-year restriction period that runs from termination, paragraph (c) creates a bounded window of concern — matters pending in the final year of employment, restricted for two years after departure — that is more limited than paragraph (b)'s unbounded permanent restriction but broader than paragraph (a)'s one-year, officer-only restriction.
The knows or reasonably should know standard for whether a matter was actually pending under the former employee's official responsibility imports both actual and constructive knowledge — a former employee cannot evade paragraph (c) by claiming ignorance of matters that a person in their former position should reasonably have known were within their official responsibility during their final year of employment.
FINRA Rule 9910(d) is structurally distinct from paragraphs (a) through (c) in two important respects — it applies to current employees as well as former employees, and it does not contain the knowingly, with the intent to influence, on behalf of any other person framework that structures the other three paragraphs. No current employee of FINRA may disseminate or disclose, for a purpose unnecessary to the performance of FINRA job responsibilities, and no former employee of FINRA may disseminate or disclose, for any purpose, any nonpublic information obtained in the course of his or her FINRA employment, unless expressly authorized by FINRA.
The current employee standard — for a purpose unnecessary to the performance of FINRA job responsibilities — is a necessity-based limitation. A current employee may disseminate or disclose nonpublic information when doing so is necessary to perform their FINRA job responsibilities — internal communications, regulatory coordination, and the ordinary functioning of FINRA's regulatory work inherently involve sharing nonpublic information among FINRA personnel and with external parties such as the SEC where necessary. What paragraph (d) prohibits for current employees is dissemination or disclosure for purposes unnecessary to that job-related function — sharing nonpublic information with outside parties, on personal social media, or for personal advantage unrelated to the performance of FINRA duties.
The former employee standard — for any purpose — is categorically more restrictive, with no necessity exception whatsoever. Once a person's FINRA employment ends, paragraph (d) prohibits any dissemination or disclosure of nonpublic information obtained during that employment, for any purpose, unless FINRA expressly authorizes it. There is no analog to the current employee's job-necessity exception because a former employee has no ongoing FINRA job responsibilities that could create a necessity for disclosure.
The unless expressly authorized by FINRA exception applies to both current and former employees and provides the institutional release valve — FINRA itself may authorize specific disclosures of nonpublic information when appropriate, such as in connection with litigation, regulatory cooperation with other authorities, or other circumstances FINRA determines warrant disclosure.
The final sentence of paragraph (d) — nothing in this paragraph shall be deemed to limit current or former employees of FINRA from making any disclosures required or protected by law — is the whistleblower and legal compliance savings clause. Paragraph (d) cannot be invoked to penalize a current or former FINRA employee for making disclosures that federal or state law requires — such as responding to a valid subpoena or testifying in a legal proceeding where testimony is compelled — or that the law protects, such as whistleblower disclosures to the SEC or other government authorities regarding potential violations of law. This savings clause ensures that FINRA Rule 9910(d)'s confidentiality protections cannot be weaponized to suppress legally protected disclosures, including disclosures that might be critical of FINRA itself.
FINRA Rule 9910's three supplementary material provisions define the key terms used throughout paragraphs (a) through (c).
Supplementary Material .01 defines appearance as physical presence before a FINRA Governor or employee, in either a formal or informal setting — and clarifies that although an appearance may be accompanied by a communication, an appearance need not involve any communication. This means that paragraphs (a) through (c) could be violated by a former officer's or employee's mere physical presence at a meeting or event where a FINRA Governor or employee is present, even if the former officer or employee says nothing — provided the other elements of the relevant paragraph (intent to influence, on behalf of another person, connection with a covered matter) are satisfied. A former officer who simply attends a meeting as a silent representative of a client, intending their presence alone to convey support or pressure on a matter before FINRA, could fall within the appearance restriction even without uttering a word.
Supplementary Material .02 defines communication broadly as the imparting or transmitting of information of any kind, including facts, opinions, ideas, questions or direction, to a FINRA Governor or employee, whether orally, in written correspondence, by electronic media, or by any other means. This expansive definition — encompassing facts, opinions, ideas, questions, and direction across oral, written, electronic, and any other means — ensures that the communication restrictions of paragraphs (a) through (c) cannot be circumvented through creative communication formats. An email, a text message, a phone call, a letter, a question posed at a conference, or direction given through an intermediary would all fall within this definition.
Supplementary Material .03 defines employee for purposes of the rule as including officers and non-officer employees. This definition clarifies the relationship between the officer-specific restriction in paragraph (a) and the broader employee-based restrictions in paragraphs (b), (c), and (d) — officers are a subset of employees for purposes of the rule, meaning that a former FINRA officer is subject not only to paragraph (a)'s one-year officer-specific restriction but also to paragraphs (b) through (d)'s employee-based restrictions, which apply to all former employees including former officers.
FINRA Rule 9910's position as the final rule of the entire 9000 Code of Procedure carries a certain institutional symbolism. The Code of Procedure begins with FINRA Rule 9000's organizational marker for the entire body of procedural law governing FINRA's regulation of the securities industry — disciplinary proceedings, appellate review, eligibility determinations, expedited actions, exemptions, automated systems grievances, and cease and desist orders, all directed at FINRA's regulated population. The Code ends with FINRA Rule 9910 — a rule directed not at the regulated population but at FINRA's own personnel, addressing the integrity concerns that arise when individuals move between the regulator and the regulated industry.
This bookend structure reflects a coherent regulatory philosophy: an institution that wields the substantial powers documented throughout FINRA Rules 9100 through 9870 — the power to investigate, charge, adjudicate, sanction, and enforce against members of the securities industry — must itself be subject to integrity constraints regarding the personnel who exercise those powers, both during and after their tenure. FINRA Rule 9910 is FINRA's acknowledgment, codified within its own procedural rulebook, that the legitimacy of its regulatory authority depends not only on the fairness of the procedures it applies to others but also on the integrity of the people who apply those procedures.
FINRA Rule 9910 connects conceptually to FINRA Rule 9144's separation of functions requirement as two complementary components of FINRA's institutional integrity framework — FINRA Rule 9144 addresses conflicts within a single ongoing proceeding by prohibiting simultaneous adjudicative and investigative or prosecutorial roles, while FINRA Rule 9910 addresses conflicts arising from the temporal transition of personnel between FINRA and the industry, both before departure through the nonpublic information protections of paragraph (d) and after departure through the communication and appearance restrictions of paragraphs (a) through (c). Together these provisions reflect FINRA's recognition that the fairness and credibility of the entire Code of Procedure — every disciplinary proceeding, every eligibility determination, every cease and desist order discussed throughout this dictionary's 9000 series entries — depends on the integrity of the individuals who staff FINRA's regulatory and adjudicative functions, both while they serve and after they depart.
FINRA Rule 9910 is tested on the Series 7 and Series 24 examinations as the final rule of the Code of Procedure — the post-employment conflict of interest and nonpublic information protection rule governing FINRA's own personnel.
The key points to retain are these: FINRA Rule 9910 is the sole substantive rule in the Rule 9900 series and the final rule of the entire 9000 Code of Procedure; paragraph (a) imposes a one-year restriction on former FINRA officers making knowing, intent-to-influence communications or appearances before FINRA on behalf of others in matters where they seek official FINRA action — effective April 1, 2019; paragraph (b) imposes a permanent restriction on former employees regarding particular matters involving specific parties in which they participated personally and substantially and in which FINRA is a party or has a direct and substantial interest — effective December 3, 2018; paragraph (c) imposes a two-year restriction on former employees regarding particular matters involving specific parties that were actually pending under their official responsibility during their final year of FINRA employment — effective December 3, 2018; paragraph (d) prohibits current employees from disseminating nonpublic information for purposes unnecessary to FINRA job responsibilities and prohibits former employees from disseminating such information for any purpose, unless expressly authorized by FINRA, with a savings clause preserving legally required or protected disclosures; all three communication and appearance restrictions in paragraphs (a) through (c) are subject to reasonable exceptions and waivers granted by a duly authorized FINRA officer consistent with the purposes of the prohibition; Supplementary Material .01 through .03 define appearance as physical presence with or without communication, communication broadly across all media and content types, and employee as including both officers and non-officer employees; the rule's structure parallels the federal post-employment conflict of interest framework under 18 U.S.C. § 207; the rule was adopted through SR-FINRA-2018-037 with a staggered effective date — December 3, 2018 for paragraphs (b) through (d) and the supplementary material, and April 1, 2019 for paragraph (a); and no amendments or selected notices have been added since adoption.
