Public Appearances and Regulation AC
Quick Answer
A public appearance under FINRA's research-analyst conflicts rule includes participation in a seminar, forum, conference, podcast, or interactive electronic forum, an interview with print/broadcast/electronic media, or making a recommendation through a public medium (CNBC appearance, Twitter post, financial-news web post). During a public appearance, the analyst must disclose financial interest in the subject company, material conflicts, and the firm's IB compensation history (past 12 months) and expected compensation (next 3 months). Regulation AC adds two certifications: a per-report certification that the views are the analyst's personal views and that no part of compensation was directly or indirectly related to the recommendations; and a quarterly certification the firm must record within 30 days after each calendar quarter attesting that all public appearances that quarter accurately reflected the analyst's personal views. A missed quarterly certification triggers a 120-day disclosure requirement on every subsequent research report by that analyst plus a notification to FINRA.
Public appearances are the area where research analysts most often slip into compliance trouble because the disclosures are oral, the audience is broad, and the records are harder to keep. The Series 24 exam tests the principal's calendar discipline as much as the analyst's substantive disclosure.
What Counts as a "Public Appearance"
FINRA's research-analyst conflicts rule defines a public appearance as the analyst's:
- Participation in a seminar, forum (including a call-in show or podcast), conference, or interactive electronic forum
- An interview with a print, broadcast, or electronic media outlet
- The making of a recommendation through a public medium (CNBC appearance, Twitter post, financial-news web post) about a subject company or its securities
The definition is medium-agnostic. A CNBC interview, a Bloomberg TV appearance, a podcast guest spot, an analyst panel at an industry conference, a Twitter (X) post recommending a stock, and a Reddit AMA are all public appearances under the research-analyst conflicts rule.
What is not a public appearance:
- Internal communications to the firm's own sales force or trading desks
- Closed-door meetings with institutional clients (these can trigger separate fair-dealing rules but are not "public appearances")
- Private email to a single client
The dividing line is the public medium and the broadcast of the recommendation. Anything that reaches an undefined audience of investors or potential investors is a public appearance.
Exam Tip: Gotchas
- Social media posts ARE public appearances if they recommend a security. A Twitter (X) post that says "I'm long XYZ here" by a research analyst is a public appearance under the research-analyst conflicts rule.
- A podcast guest spot IS a public appearance. The medium does not have to be traditional broadcast; podcasts and interactive electronic forums are explicitly covered.
- Closed-door institutional meetings are NOT public appearances. They are governed by separate fair-dealing rules and the analyst's general supervisory framework, but they fall outside the research-analyst conflicts rule.
Disclosure Requirements During Public Appearances
A research analyst making a public appearance must disclose, where the analyst knows or has reason to know of them:
| Required Disclosure | What It Covers |
|---|---|
| Financial interest | The analyst's (or household member's) financial interest in the subject company's securities, including the type of interest (e.g., common stock, options, futures) |
| Material conflicts | Material conflicts of interest of the analyst or member firm relating to the subject company |
| IB compensation past 12 months | Whether the member firm has received investment banking compensation from the subject company in the past 12 months |
| IB compensation next 3 months | Whether the firm expects to seek investment banking compensation from the subject company in the next 3 months |
Disclosures must be clear and comprehensive and must be made during the appearance itself, not relegated to a follow-up tweet, a website disclosure page, or a producer's chyron at the bottom of the screen. The analyst is expected to actually say the words.
The disclosure framework parallels the front-page research-report disclosures: same categories, different medium. The supervisory framework treats them as a single set of obligations applied through different channels.
Exam Tip: Gotchas
- Disclosures must be made DURING the appearance, not after. A post-broadcast tweet does not satisfy the disclosure requirement. The analyst has to make the disclosure on-air or on the platform where the appearance is happening.
- The 12-month / 3-month windows are the same as the research-report disclosures. Past 12 months looks back; next 3 months looks forward.
- Disclosures apply when the analyst KNOWS OR HAS REASON TO KNOW. The standard is constructive knowledge, not actual knowledge. The firm is expected to keep analysts informed of the firm's IB engagements.
Regulation AC: The Two Certifications
Regulation AC (Analyst Certification) is the SEC's parallel rule that imposes two distinct certifications: a per-report certification and a quarterly public-appearance certification.
Per-Report Certification
Each research report must contain a certification by the research analyst that:
| Element | What It Attests |
|---|---|
| Personal views | The views expressed in the report accurately reflect the analyst's personal views about the subject securities and issuers |
| No compensation tie | No part of the analyst's compensation was, is, or will be directly or indirectly related to the specific recommendations or views expressed in the research report |
The per-report certification appears on the research report itself, typically near the front-page disclosures or in a designated certification block. It is the analyst's signed (or electronic-equivalent) attestation that the report represents the analyst's actual views and that no specific deal-tied compensation drove the recommendation.
Quarterly Public-Appearance Certification
The broker-dealer must make a record, within 30 days after each calendar quarter in which the analyst made a public appearance, that contains:
| Element | What It Attests |
|---|---|
| Personal views in all appearances | A statement by the analyst attesting that the views expressed in all public appearances during the calendar quarter accurately reflected the analyst's personal views about the subject securities and issuers |
| No compensation tie | A statement attesting that no part of the analyst's compensation was related to the specific recommendations or views expressed in those appearances |
Records must be preserved under the SEC's broker-dealer books-and-records preservation rule for at least 3 years, the first 2 years in an accessible location.
What Happens When a Quarterly Certification Is Missed
If the firm fails to obtain the quarterly certification from an analyst:
- The firm must promptly notify its examining authority (FINRA)
- For 120 days following the notification, the firm must disclose in any research report prepared by that analyst that the analyst did not provide the required public-appearance certifications
The 120-day disclosure is the principal's calendar discipline test. The firm has to make sure it captures every analyst's quarterly attestation on time, every quarter, because missing one creates a documented public attestation failure that the firm has to disclose on every published report by that analyst for the next 120 days.
Exam Tip: Gotchas
- Reg AC has TWO certification triggers. Per-report certification on each research report. Quarterly certification covering all public appearances during the quarter.
- The quarterly certification is due within 30 days after the calendar quarter ends. Q1 ends March 31; the certification is due by April 30.
- Missing a quarterly certification triggers a 120-day disclosure on every subsequent report by that analyst. The firm also has to notify FINRA. The principal who runs research supervision has to build the calendar discipline to never miss a certification.
- Records preserved for 3 years; first 2 years accessible. The Reg AC records are part of the firm's general books-and-records preservation regime, not a separate carve-out.
Reg AC and Third-Party Research
A broker-dealer that publishes or distributes a third-party research report must obtain the same analyst certification, or disclose that certification was not obtained. The same per-report and quarterly certification framework applies whether the analyst is at the publishing firm or at a third-party research provider whose report the firm distributes.
Reg AC applies to:
- U.S.-registered broker-dealers
- Research provided to U.S. customers, regardless of where the analyst is located
A non-U.S. analyst's research distributed to U.S. customers by a U.S. broker-dealer is inside Reg AC. The publishing/distributing firm bears the certification obligation: either by getting the certification or by disclosing that it could not be obtained.
Exam Tip: Gotchas
- Reg AC applies to third-party research distribution. The publishing/distributing firm has to obtain the certification or disclose that it could not.
- Reg AC reaches non-U.S. analysts whose research is provided to U.S. customers. The trigger is U.S. distribution, not where the analyst sits.
How the Pieces Fit Together
A research analyst publishing a report and making a CNBC appearance about the same subject company on the same day generates a stack of overlapping obligations:
| Obligation | Source | Trigger |
|---|---|---|
| Front-page report disclosures | FINRA's research-analyst conflicts rule | Publication of the research report |
| Reg AC per-report certification | Regulation AC | Publication of the research report |
| Public-appearance disclosures | FINRA's research-analyst conflicts rule | The CNBC appearance |
| Reg AC quarterly public-appearance certification | Regulation AC | The end of the calendar quarter that includes the appearance |
| Books-and-records retention | SEC broker-dealer books-and-records rules | The Reg AC records, retained 3 years (first 2 accessible) |
The principal supervising research is responsible for making sure all five obligations are captured for every analyst, every quarter. The compliance calendar is the audit trail.
Exam Tip: Gotchas
- Reg AC has TWO triggers and TWO frequencies. Per-report = on every report. Quarterly = within 30 days after each calendar quarter for all public appearances that quarter.
- Missing the quarterly certification = 120-day disclosure on every report by that analyst + FINRA notification. This is the calendar-discipline test.
- The research-analyst-conflicts disclosures and the Reg AC certifications are PARALLEL and OVERLAPPING. The exam tests both. Same analyst, same fact pattern: which framework requires which obligation? The answer often is: both.