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Capital Markets Advisory, acts as a third-party advisor to
privately-held or publicly-traded companies during IPOs and
various other offerings.
Nasdaq Execution Services is registered as a broker-dealer with
the SEC and in all 50 states, the District of Columbia and Puerto
Rico. It is also a member of FINRA and most of the registered
national securities exchanges in the U.S.
Execution Access is registered as a broker-dealer with the SEC
and in 22 states and the U.S. Virgin Islands based on business
requirements. Additionally, Execution Access is a FINRA
member organization. Execution Access operates an SEC
registered ATS, which is part of Nasdaq Fixed Income, to trade
in U.S. Treasury securities. Execution Access is an introducing
broker for trades matched on this ATS. The trades, once
matched, are submitted to our fully disclosed clearing broker
for clearance and settlement.
NPM Securities is registered as a broker-dealer with the SEC
and in all 50 states, the District of Columbia, Puerto Rico and
the U.S. Virgin Islands. Additionally, NPM Securities is a
FINRA member organization. NPM Securities does not hold
funds or securities. Funds may be delivered by the buyer to the
issuer directly or wired into an escrow account, depending on
the requirements of the offering. The issuer or its transfer agent
(or other corporate recordkeeper) will provide the buyer with
a stock certificate in either physical or book entry form.
SMTX is registered as a broker-dealer with the SEC and in 48
states and the District of Columbia based on business
requirements. Additionally, SMTX is a FINRA member
organization. NPM provides the technological tools and
website hosting on a platform that issuers may use for
administrative purposes, document execution, handling and
storage, and to facilitate communications with participants of
tender offers and merger and acquisition transactions. SMTX’s
role is to act as information agent with regard to onboarding
potential participants, a depositary agent to receive tender of
securities and transaction closing funds, and a paying agent to
wire funds to participants at the closing.
Nasdaq Capital Markets Advisory is registered as a broker-
dealer with the SEC and the State of New York based on
business requirements. Additionally, Nasdaq Capital Markets
Advisory is a FINRA member organization. Nasdaq Capital
Markets Advisory acts as a third-party advisor to privately-held
or publicly-traded companies during their initial public
offerings, follow-on equity offerings, at-the-market equity
offerings, private placement offerings and Regulation A equity
offerings. Nasdaq Capital Markets Advisory’s role is limited to
providing a company, or an investment bank on behalf of a
company, with reports, profiles and other pertinent advisory
information. Nasdaq Capital Markets Advisory does not act as
an underwriter, syndicate group member or placement agent for
any company, select underwriters or syndicate group members,
hold funds or securities, accept investor indications of interest,
solicit investors or decide which investors receive securities on
behalf of a company.
The SEC, FINRA and the exchanges adopt rules and examine
broker-dealers and require strict compliance with their rules and
regulations. The SEC, SROs and state securities commissions
may conduct administrative proceedings which can result in
censures, fines, the issuance of cease-and-desist orders or the
suspension or expulsion of a broker-dealer, its officers or
employees. The SEC and state regulators may also institute
proceedings against broker-dealers seeking an injunction or
other sanction. The SEC and SRO rules cover many aspects of
a broker-dealer’s business, including capital structure and
withdrawals, sales methods, trade practices among broker-
dealers, use and safekeeping of customers’ funds and securities,
record-keeping, the financing of customers’ purchases, broker-
dealer and employee registration and the conduct of directors,
officers and employees. All broker-dealers have an SRO that is
assigned by the SEC as the broker-dealer’s DEA. The DEA is
responsible for examining a broker-dealer for compliance with
the SEC’s financial responsibility rules. FINRA is the current
DEA for Nasdaq Execution Services, Execution Access, NPM
Securities, SMTX and Nasdaq Capital Markets Advisory.
As registered broker-dealer subsidiaries, Nasdaq Execution
Services, Execution Access, NPM Securities, SMTX and
Nasdaq Capital Markets Advisory are subject to regulatory
requirements intended to ensure their general financial
soundness and liquidity, which require that they comply with
certain minimum capital requirements. The SEC and FINRA
impose rules that require notification when net capital falls
below certain predefined criteria, dictate the ratio of debt to
equity in the regulatory capital composition of a broker-dealer
and constrain the ability of a broker-dealer to expand its
business under certain circumstances. Additionally, the SEC’s
Uniform Net Capital Rule and FINRA rules impose certain
requirements that may have the effect of prohibiting a broker-
dealer from distributing or withdrawing capital and requiring
prior notice to the SEC and FINRA for certain withdrawals of
capital.
As of December 31, 2016, Nasdaq Execution Services,
Execution Access, NPM Securities, SMTX and Nasdaq Capital
Markets Advisory were in compliance with all of the applicable
capital requirements.
Regulatory contractual relationships with FINRA.
Our SROs
have signed a series of regulatory service agreements covering
the services FINRA provides to the respective SROs. Under
these agreements, FINRA personnel act as our agents in
performing the regulatory functions outlined above, and FINRA
bills us a fee for these services. These agreements have enabled
us to reduce our headcount while ensuring that the markets for
which we are responsible are properly regulated. However, our
SROs retain ultimate regulatory responsibility for all regulatory
activities performed under these agreements by FINRA.
Exchange Act Rule 17d-2 permits SROs to enter into
agreements, commonly called Rule 17d-2 agreements,
approved by the SEC with respect to enforcement of common
rules relating to common members. Our SROs have entered
into several such agreements under which FINRA assumes
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