Understanding the Expert Market

The SEC’s amendments to Rule 15c2-11 go into effect on September 28, 2021 and will effectively eliminate public broker-dealer quoting in securities of issuers that do not make current information publicly available.  Giving effect to the SEC’s stated goals of encouraging public company disclosure, OTC Markets Group will use its Expert MarketSM as a venue for broker-dealers to publish unsolicited quotes representing customer limit orders in “No Information” securities.

What is the Expert Market?

OTC Markets Group currently operates the Expert Market as a distinct market tier for a small number of companies.  However, on September 28th  this market tier will expand to include a broader range of securities.  Following the upcoming changes to Rule 15c2-11, companies that do not make current information publicly available under the rule will shift to the Expert Market. 

Quotes in the Expert Market will be “Unsolicited Only.” This means broker-dealers may use the Expert Market to meet their Best Execution responsibilities under FINRA Rules and publish unsolicited quotes representing Limit Orders from retail and institutional investors who are not affiliates or insiders of the company.

Who can access the Expert Market?

Quotations in Expert Market securities are restricted from public viewing. Only broker-dealers and professional or sophisticated investors are permitted to view quotations in Expert Market securities.

Despite the restrictions on who can view quotations, the Expert Market does not impose restrictions on who can trade securities. Rule 15c2-11 governs a broker’s ability to submit, publish or distribute quotations (i.e. bids and offers) in OTC securities. The Rule does not apply to the underlying transactions or the ability of an investor to buy or sell a security.

Contact your broker for information concerning restrictions or qualifications for accessing Expert Market securities.

Why is the Expert Market Important?

The Expert Market offers a regulated trading venue where broker-dealers can satisfy their best-execution obligations. It offers insight into activity that would otherwise be hidden in the opaque Grey Market.

How is Expert Market different from the Grey Market?

The Grey Market is an opaque market where broker-dealers are not willing or able to publicly quote OTC securities given the lack of investor interest, company information or regulatory compliance.

Unlike the Grey Market – where this is no public quote at all – the Expert Market provides additional price transparency, as it allows for unsolicited quoting.

How are Companies affected by these Changes?

The answer to this depends on the market on which your securities trade. In order to be quoted by broker-dealers on the Pink Market, a company must provide current public disclosure on an ongoing basis. This may include disclosure provided via the SEC’s EDGAR filing system, through a non-U.S. stock exchange or regulator, or to OTC Markets Group directly via our OTCIQ platform. Companies that do not take the necessary steps to make current disclosure available pursuant to the Pink Current or Pink Limited Guidelines may migrate to the Expert Market. Visit the Information for Pink Companies section of our website for further details.

What are the Key Dates for the Implementation of Rule 15c2-11?

We have asked companies to provide the required disclosure to OTC Markets by June 30th. This request was to ensure that our Issuer Compliance Team had sufficient time to confirm the availability of current information and update market status for a company’s securities prior to the rule’s compliance date on September 28th. We continue to process disclosure requests received after June 30th,  however we may not be able to process all such applications prior to  September 28th.

Under new Rule 15c2-11, Securities that do not meet the Rule’s current public disclosure requirements will be removed from Pink as of the September deadline.

For more information on this rule and the steps your company need to take to comply, please reach out to sales@otcmarkets.com.

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As Associate General Counsel, Cass supports regulatory and policy making initiatives at OTC Markets Group, focusing on equity market structure, online capital raising and emerging Fintech and RegTech trends. She represents the company on public panels and before regulatory and legislative groups. Prior to joining OTC Markets Group, Cass represented issuers, broker-dealers and individuals in securities litigation, financing, and various corporate and regulatory matters. Cass earned her JD from Hofstra University School of Law and received her BA from Mount Holyoke College. Cass is a member of the New York Bar.

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