Quick Answer
Covered public appearances require disclosure of applicable financial interests, compensation, client relationships, and material conflicts. Report and appearance disclosures overlap but differ. Regulation AC requires certification in covered reports and appearance records within 30 days after quarter-end. A missed quarterly certification triggers written examining-authority notification and 120 days of disclosure in that analyst's covered reports.
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
- Recommendations or opinions in media interviews, media articles, or covered public-speaking events, including interactive electronic forums
Apply the event definition to the actual format and audience. A media interview or covered interactive electronic forum can be a public appearance. Do not classify every standalone social post as an appearance solely because it is online; written communications have their own requirements.
What is not a public appearance:
- Internal communications to the firm's own sales force or trading desks
- Qualifying small meetings with fewer than 15 persons and no media representative; institutional status or a closed door alone is not an exclusion
- Private email to a single client
- A recommendation that reaches fewer than 15 persons and no media representative (the small-audience carve-out)
FINRA's definition includes specified speaking activities before 15 or more persons or one or more media representatives, with a recommendation or opinion about a subject company or its securities. Regulation AC has its own definition; do not automatically apply FINRA's numerical audience threshold to the SEC certification analysis.
A password-protected webcast, conference call, or similar event with at least 15 existing customers can be excluded when all participants previously received current applicable disclosures and the analyst corrects outdated or inaccurate disclosures during the event. A password alone does not satisfy that exception.
Exam Tip: Gotchas
- Interactive electronic forums can be public appearances. Check the recommendation, audience and applicable exceptions. A standalone written post requires its own communication analysis.
- 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.
- A closed-door institutional meeting can be a public appearance. The audience and content matter. Institutional status alone does not remove the disclosure duty.
Disclosure Requirements During Public Appearances
A research analyst making a covered public appearance must make the following applicable disclosures. The knowledge qualifications differ by category:
| 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 |
| Firm ownership | Whether the member or its affiliates beneficially own 1% or more of a class of the subject company's common equity |
| Compensation in the past 12 months | Known or reasonably knowable firm or affiliate compensation of any kind from the company, plus compensation the analyst received from it |
| Client relationship | A known or reasonably knowable current or past-12-month firm-client relationship and the service types, if known |
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 report and appearance duties overlap, but they are not identical lists. The report-specific three-month expected investment-banking compensation disclosure is not a separate appearance category. A known material conflict may still require disclosure. No appearance disclosure is required to the extent it would reveal material nonpublic information about a specific potential future investment-banking transaction.
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.
- Appearance compensation disclosure is broader than banking fees. It reaches known firm or affiliate compensation of any kind from the company during the past 12 months.
- Knowledge qualifications depend on the disclosure category. The firm must support accurate disclosures while protecting material nonpublic information about specific future banking transactions.
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 covered research report must contain a clear and prominent analyst certification addressing personal views and compensation:
| 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 in the report itself. If compensation is tied to the specific recommendations or views, Regulation AC permits an alternative statement identifying the source, amount, and purpose of that compensation and explaining its potential influence. That disclosure does not override FINRA's separate compensation restrictions.
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 in writing (FINRA for the member firm)
- 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 providing a covered third-party report must include the required certification unless a specific exemption applies. There is no general option to replace a missing report certification with a disclaimer. One exemption requires no shared officers or employees with the analyst's employer and enforced policies preventing influence over the analyst and report.
Reg AC applies to:
- Brokers, dealers, and covered persons providing covered research to U.S. persons in the United States
- Foreign-analyst research meeting that trigger, subject to applicable third-party and foreign-research exemptions
U.S. registration alone does not make every report sent anywhere in the world subject to these certification duties. For an analyst employed abroad by a foreign person abroad, the quarterly appearance rule applies only to appearances made while the analyst is physically in the United States. Independent third-party analysts are not automatically treated as the distributing firm's employees for that quarterly requirement.
Exam Tip: Gotchas
- A missing report certification is different from a missed quarterly certification. The 120-day disclosure mechanism addresses the latter; it does not authorize uncertified reports generally.
- Foreign research requires a coverage and exemption check. The recipient, analyst's employment relationship, and location can matter.
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 | A public appearance during the quarter (record due within 30 days after quarter-end) |
| 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.
What Should You Check on Exam Day?
- Can you state the small-audience carve-out that keeps a recommendation from becoming a public appearance: fewer than 15 persons and no media representative?
- Do you know that public-appearance disclosures must be made during the appearance itself, not in a follow-up tweet or webpage?
- Can you state Regulation AC's two certification triggers and that the quarterly certification is due within 30 days of quarter-end?
- Do you know the consequence of a missed quarterly certification: a 120-day disclosure on every subsequent report plus FINRA notification?