美国金融业监管局

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美国金融业监管局(The Financial Industry Regulatory Authority,简称FINRA)
美国金融业监管局(The Financial Industry Regulatory Authority,简称FINRA)
美国金融业监管局(FINRA)网站网址:http://www.finra.org

FINRA于2007年7月30日由美国证券商协会(NASD)与纽约证券交易所中有关会员监管、执行和仲裁的部门合并而成。

目录

美国金融业监管局简介

  美国金融业监管局(The Financial Industry Regulatory Authority,简称FINRA)是美国最大的非政府的证券业自律监管机构于2007年7月30日由美国证券商协会(NASD)与纽约证券交易所中有关会员监管、执行和仲裁的部门合并而成,它主要负责证券交易商于柜台交易市场的行为,以及投资银行的运作,监管对象主要包括5100家经纪公司、17.3万家分公司和66.5万名注册证券代表。其核心目标是加强投资者保护和市场诚信建设,通过高效监管,辅以技术服务,实现此目标。

  FINRA将投资者教育作为投资者保护的最佳形式。FINRA采取媒体宣传和召开研讨会等多种形式,帮助投资者了解金融知识,熟悉基础的投资工具。此外,FINRA接手原“NASD投资者教育基金”,更名为“FINRA投资者教育基金”,资助投资者教育研发及培训项目。

In the United States, the Financial Industry Regulatory Authority (FINRA) is a self-regulatory organization (SRO) under the Securities Exchange Act of 1934, successor to the National Association of Securities Dealers, Inc. (NASD).

FINRA is responsible for regulatory oversight of all securities firms that do business with the public; professional training, testing and licensing of registered persons; arbitration and mediation; market regulation by contract for The NASDAQ Stock Market, Inc., the American Stock Exchange LLC, and the International Securities Exchange, LLC; and industry utilities, such as Trade Reporting Facilities and other over-the-counter operations.

FINRA was formed by a consolidation of the enforcement arm of the New York Stock Exchange, NYSE Regulation, Inc., and the NASD. The merger was approved by the United States Securities and Exchange Commission (SEC) on July 26, 2007.[1]

The opinion of NASD is that the regulatory consolidation will "increase efficient, effective, and consistent regulation of securities firms, provide cost savings to securities firms of all sizes, and strengthen investor protection and market integrity." According to NASD, additional benefits are to "streamline the broker-dealer regulatory system, combine technologies, and permit the establishment of a single set of rules and a single set of examiners with complementary areas of expertise within a single SRO."[2]

With respect to the regulatory agency merger, SEC Chairman Chris Cox said, "The consolidation of NASD's and NYSE's member firm regulatory functions is an important step toward making our self-regulatory system not only more efficient, but more effective in protecting investors. The Commission will work closely with FINRA to eliminate unnecessarily duplicative regulation, including consolidating and strengthening what until have now been two different member rulebooks and two different enforcement systems."[3]

History

The NASD was founded in 1939, in response to the 1938 Maloney Act amendments to the Securities Exchange Act of 1934. In 1971, NASD launched a new computerized stock trading system called the National Association of Securities Dealers Automated Quotations (NASDAQ) stock market. The NASDAQ and AMEX stock exchanges merged in 1998. Two years later, the NASDAQ underwent a major recapitalization and became an independent entity from NASD. In July 2007, the SEC approved the formation of a new SRO to be a successor to NASD. The NASD and the member regulation, enforcement and arbitration functions of the New York Stock Exchange were then consolidated into the newly created Financial Industry Regulatory Authority (FINRA). See SEC Release No. 34-56145

Structure

The NASD Board of Governors consists of two staff members (the CEO and the President of one of NASD's divisions), seven individuals representing the industry, seven more individuals representing the industry, and two individuals categorized as "non-public" but also representing the industry. [4]

Functions: Regulation and licensure

NASD regulates trading in equities, corporate bonds, securities futures, and options, with authority over the activities of more than 5,100 brokerage firms, approximately 173,000 branch offices, and more than 676,000 registered securities representatives. All firms dealing in securities that are not regulated by another SRO, such as by the Municipal Securities Rulemaking Board ("MSRB"), are required to be member firms of the NASD.

NASD licenses individuals and admits firms to the industry, writes rules to govern their behavior, examines them for regulatory compliance, and is sanctioned by the U.S. Securities and Exchange Commission ("SEC") to discipline registered representatives and member firms that fail to comply with federal securities laws and NASD's rules and regulations. It provides education and qualification examinations to industry professionals. It also sells outsourced regulatory products and services to a number of stock markets and exchanges (e.g. American Stock Exchange ("AMEX") and the International Securities Exchange ("ISE").

NASD founded the NASDAQ ("National Association of Securities Dealers Automated Quotations") stock market in 1971. In 2006, NASD demutualized from NASDAQ by selling its ownership interest.

Size

NASD has a staff of nearly 3,000 and an annual budget of more than $500 million. [5] The NASD is funded primarily by assessments of member firms' registered representatives and applicants, annual fees paid by members, and by fines that it levies. The annual fee that each member pays includes a basic membership fee, an assessment based on gross income, a fee for each principal and registered representative, and charge for each branch office.

Criticism

In recent years, the securities market has become increasingly "retail"; with a majority of Americans owning stock through their employers and personal investing. Being an industry organization, the NASD has been accused of turning a blind eye to broker/dealers' biggest abuses. Some feel that while larger problems have gone unaddressed, the NASD has pursued minor rule violations. As a result of this, various groups feel that investors continue to lose money through various broker/dealer scams which should have been previously addressed.[citation needed]

FINRA moving away from large fines

After several years of punitive enforcement actions, FINRA has reduced the number of fines in excess of $1 million. According to a study by Deborah G. Heilizer and Brian L. Rubin, both partners in Washington with Sutherland Asbill & Brennan LLP, regulators with NASD and NYSE (now collectively known as FINRA) Regulation obtained fines of over $1 million in 35 actions taken in 2005. But in 2006, that number dropped to 19. And the number of enforcement actions over $5 million also fell. In 2005, there were seven such actions as opposed to three in 2006. According to the written report, the “data suggest that securities regulators may have retrenched their efforts to regulate through the use of novel theories.”[6]

Arbitration

The NASD operates the nation's largest arbitration forum for the resolution of disputes between customers and member firms, as well as between brokerage firm employees and their firms. Virtually all agreements between investors and their stockbrokers include mandatory arbitration agreements, whereby investors (and the brokerage firms) waive their right to trial in a court of law. Although the fairness of such mandatory arbitration clauses has been called into question, U.S. courts have consistently found them to be lawful.

As of June 2005, the pool of arbitrators consisted of 2,700 individuals classified by the NASD as industry panelists and 3,700 individuals classified as non-industry panelists.

In 1987, in Shearson/American Express v. McMahon, the United States Supreme Court ruled that account forms signed by customers requiring arbitration for disputes were enforceable contracts. Brokerage firms now require all customers to sign such documents, requiring binding arbitration.

For disputes between customers and member firms, the panel that decides the case consists of three arbitrators, one industry panelist and two non-industry panelists. For disputes between an employee and member firms, all three arbitrators are industry panelists. For a given case, the two sides are provided separate lists by NASD of local, available arbitrators, from which they chose. If one side rejects all listed arbitrators, NASD names the arbitrators who will serve; these can be rejected only for biases, misclassification, conflicts, or undisclosed material information, and biases or conflicts must be identified prior to the beginning of hearings. For an overview of the Securities Arbitration process, see Introduction to Securities Arbitration.

According to NASD, there were 6,074 cases for arbitration filed in 2005, a decrease from the peak of 8,945 cases filed in 2003. The average time to complete a case has risen from 10.5 months in 1995 to 14.3 months in 2005, a decrease from 2004 when it was 15.4 months. The percentage of cases where customers are awarded damages has fallen from slightly above 50% in the 2000-2002 period to slightly above 40% in 2005. The NASD rates any positive award to a customer as a win for the customer regardless of the magnitude of losses or legal fees.[7]

NASD rules do not require parties to be represented by attorneys. A party may appear pro se, or be represented by a non-attorney in arbitration. However, representation by a non-attorney is not advised since this may be the unauthorized practice of law. [8] Brokerage firms routinely hire attorneys, so a customer who does not can be at a serious disadvantage. One organization whose members specialize in representing customers against brokerage firms in NASD and NYSE arbitration is the Public Investors Arbitration Bar Association ("PIABA").

In June 2006, Lewis D. Lowenfels, one of two partners at the New York law firm of Tolins & Lowenfels, and co-author of the looseleaf treatise Bromberg and Lowenfels on Securities Fraud and Commodities Fraud, 2d said of the NASD arbitration process: "What started out as a relatively swift and economical process for a public customer claimant to seek justice has evolved into a costly extended adversarial proceeding dominated by trial lawyers and the usual litigation tactics." [7]

FINRA的网络宣传[9]

  FINRA认识到网络具有信息公开、查询便捷、传播广泛等特点,充分利用网络平台开展投资者教育。FINRA网站关于投资者教育信息主要有三级栏目:一级栏目为“投资者信息”;二级栏目为“投资者警示”、“投资者选择”、“投资者保护”、“市场与交易”、“明智投资”、“工具与计算”等栏目;三级栏目为二级栏目的详细内容。从栏目设置可以看出,FINRA投资者教育的重点是向投资者提供丰富的信息,帮助他们做到明白投资、规避风险

  FINRA网站设置了“投资者警示”栏目,密切跟踪市场情况,就市场中出现的各种涉嫌违规、违法行为发布公告,提醒投资者不要上当受骗,指导投资者识别此类风险。目前,FINRA网站“投资者警示”栏目公布了NASD自2001年11月1日以来发布的39份投资者警示函,以及其它相关机构发布的20份投资者警示函。FINRA还通过“投资者选择”、“明智投资”等栏目,介绍各种金融产品特性、提醒投资者决策时应考虑的因素和注意事项等,协助投资者做出符合自身资产状况、投资理念、理财需求的投资决策。“投资者保护”栏目下,FINRA向投资者介绍中介机构、提供投诉渠道和获取投诉援助资金方面的信息等。“市场与交易”栏目介绍了市场情况及交易的操作程序。“工具与计算”栏目提供了金融分析工具和虚拟投资游戏,帮助投资者掌握基本投资技能。另外,FINRA网站提供电子金融词典,供投资者查阅。

参考文献

  1. Johnson, Carrie. "SEC Approves One Watchdog For Brokers Big and Small". The Washington Post. July 27, 2007. Page D02. Retrieved October 21, 2008.
  2. "Order Approving Proposed Rule Change to Amend the By-Laws of NASD to Implement Governance and Related Changes to Accommodate the Consolidation of the Member Firm Regulatory Functions of NASD and NYSE Regulation, Inc.". U.S. Securities and Exchange Commission (2007-07-26). Retrieved on 2007-10-09.". U.S. Securities and Exchange Commission (2007-07-26). Retrieved on 2007-10-09.
  3. ["http://www.sec.gov/news/press/2007/2007-151.htm SEC Gives Regulatory Approval for NASD and NYSE Consolidation"]. U.S. Securities and Exchange Commission (2007-07-26). Retrieved on 2007-10-09.
  4. [ NASD Board of Governors]
  5. About NASD
  6. 'Supersized’ fines on the wane, study says – Oct. 3, 2007, issue of “Investment News”
  7. 7.0 7.1 Is This Game Already Over? Critics Say Arbitration Panels Often Have Hidden Conflicts, Gretchen Morgenson, New York Times, June 18, 2006
  8. NASD Frequently Asked Questions, "Do I need a lawyer for arbitration?"
  9. 美国投资者教育简介 二、美国金融业监管局(FINRA)
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