USCA11 Case: 24-13751 Document: 38 Date Filed: 03/14/2025 Page: 1 of 12
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`No. 24-13751
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`UNITED STATES COURT OF APPEALS FOR THE ELEVENTH CIRCUIT
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`AMERICAN SECURITIES ASSOCIATION,
`Petitioner,
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`v.
`SECURITIES AND EXCHANGE COMMISSION,
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`Respondent.
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`On Petition for Review of an Order of the Securities and Exchange Commission
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`UNOPPOSED TIME-SENSITIVE MOTION FOR RECONSIDERATION
`OF THE COURT’S ORDER DENYING THE SECURITIES AND
`COMMISSION’S MOTION TO HOLD CASE IN ABEYANCE
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`JEFFREY B. FINNELL
`Acting General Counsel
`TRACEY A. HARDIN
`Solicitor
`DANIEL E. MATRO
`Senior Appellate Counsel
`JORDAN A. KENNEDY
`Appellate Counsel
`Securities and Exchange Commission
`100 F Street, N.E.
`Washington, D.C. 20549
`(202) 551-8248 (Matro)
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`No. 24-13751
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`UNITED STATES COURT OF APPEALS FOR THE ELEVENTH CIRCUIT
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`AMERICAN SECURITIES ASSOCIATION,
`Petitioner,
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`v.
`SECURITIES AND EXCHANGE COMMISSION,
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`Respondent.
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`On Petition for Review of an Order of the Securities and Exchange Commission
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`UNOPPOSED TIME-SENSITIVE MOTION FOR RECONSIDERATION
`OF THE COURT’S ORDER DENYING THE SECURITIES AND
`COMMISSION’S MOTION TO HOLD CASE IN ABEYANCE
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`JEFFREY B. FINNELL
`Acting General Counsel
`TRACEY A. HARDIN
`Solicitor
`DANIEL E. MATRO
`Senior Appellate Counsel
`JORDAN A. KENNEDY
`Appellate Counsel
`Securities and Exchange Commission
`100 F Street, N.E.
`Washington, D.C. 20549
`(202) 551-8248 (Matro)
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`USCA11 Case: 24-13751 Document: 38 Date Filed: 03/14/2025 Page: 2 of 12
`American Securities Association v. United States Securities and Exchange Commission,
`No. 24-13751
`CERTIFICATE OF INTERESTED PERSONS
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`Pursuant to Federal Rule of Appellate Procedure 26.1 and Eleventh Circuit
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`Rule 26.1-1, the undersigned counsel for Respondent Securities and Exchange
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`Commission hereby certifies that the following listed persons and entities have an
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`interest in the outcome of this case:
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`1)
`2)
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`3)
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`4)
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`5)
`6)
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`American Securities Association, Petitioner.
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`Barbero, Megan, former counsel for Respondent Securities and
`Exchange Commission.
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`Begakis, Steven C., Consovoy McCarthy PLLC, counsel for Petitioner
`American Securities Association.
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`Connolly, J. Michael, Consovoy McCarthy PLLC, counsel for Petitioner
`American Securities Association.
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`Financial Industry Regulatory Authority, Inc.
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`Finnell, Jeffrey B., counsel for Respondent Securities and Exchange
`Commission.
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`7) Grouev, Zachary P., Consovoy McCarthy PLLC, counsel for Petitioner
`American Securities Association.
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`8)
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`9)
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`Hardin, Tracey A., counsel for Respondent Securities and Exchange
`Commission.
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`Kennedy, Jordan A., counsel for Respondent Securities and Exchange
`Commission.
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`10) Kry, Robert K., MoloLamken LLP, counsel for Intervenor-Applicant
`Municipal Securities Rulemaking Board.
`11) Matro, Daniel E., counsel for Respondent Securities and Exchange
`Commission.
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`12) Municipal Securities Rulemaking Board, Intervenor-Applicant.
`C-1 of 2
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`USCA11 Case: 24-13751 Document: 38 Date Filed: 03/14/2025 Page: 3 of 12
`American Securities Association v. United States Securities and Exchange Commission,
`No. 24-13751
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`13) Robert W. Baird & Co., Inc., member of Petitioner American Securities
`Association.
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`14) United States Securities and Exchange Commission, Respondent.
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`/s/ Daniel E. Matro
`Daniel E. Matro
`Securities and Exchange Commission
`100 F Street N.E.
`Washington, D.C. 20549
`matrod@sec.gov
`(202) 551-8248 (Matro)
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`Dated: March 14, 2025
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`C-2 of 2
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`USCA11 Case: 24-13751 Document: 38 Date Filed: 03/14/2025 Page: 4 of 12
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`INTRODUCTION
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`Respondent the Securities and Exchange Commission respectfully requests that
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`the Court reconsider its order denying the Commission’s motion to hold this case in
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`abeyance until August 13, 2025. After petitioner American Securities Association
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`(“ASA”) filed its opposition to the Commission’s motion, the Municipal Securities
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`Rulemaking Board (“MSRB”) made an announcement confirming that it will not
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`implement the rules that ASA challenges, thereby addressing the concerns expressed
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`in ASA’s opposition. ASA has thus stated that it no longer opposes the
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`Commission’s motion for an abeyance until August 13, 2025, and takes no position
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`on this motion for reconsideration. This motion is time sensitive because the
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`Commission’s opening brief is currently due on April 11, 2025.
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`BACKGROUND
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`In the order under review, the Commission’s Office of Municipal Securities
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`approved, by delegated authority, a proposed rule change filed by the MSRB, a self-
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`regulatory organization under the Securities Exchange Act of 1934 that regulates
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`brokers, dealers, municipal securities dealers, and municipal advisors. 15 U.S.C.
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`78c(a)(26), 78o-4(b). The proposed rule change would amend MSRB Rule G-14 to
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`reduce the required timeframe for dealers to report transactions to the MSRB’s Real-
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`Time Transaction Reporting System. See Order Granting Approval of a Proposed Rule
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`Change, 89 Fed. Reg. 78955, 78955-57 (Sept. 26, 2004) (“Order”).
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`1
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`USCA11 Case: 24-13751 Document: 38 Date Filed: 03/14/2025 Page: 5 of 12
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`On the same day as the Order, the Commission’s Division of Trading and
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`Markets approved, by delegated authority, a similar proposed rule change filed by
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`FINRA addressing the timeframe for reporting transactions in certain fixed income
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`securities reported to FINRA’s Trade Reporting and Compliance Engine (“TRACE”).
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`See Order Approving a Proposed Rule Change, 89 Fed. Reg. 78930 (Sept. 26, 2024). .
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`FINRA and the MSRB “closely coordinated” on their respective rule changes, and the
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`orders approving them rested in part on their establishing “a consistent standard for
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`trade reporting for municipal securities and the TRACE-eligible securities covered by
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`the FINRA proposed rule change.” Order, 89 Fed. Reg. at 78966; see also 89 Fed. Reg.
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`at 78941. ASA separately challenged the order approving FINRA’s rule change. See
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`ASA v. SEC, No. 24-13750 (11th Cir.).
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`On February 5, 2025, FINRA announced that it “will not set an effective date
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`for [its rules] in their current form” and “will work expeditiously on preparing a new
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`filing with the SEC to make substantive changes” to them that address “concerns
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`about implementing shorter reporting requirements.” See FINRA, Updating TRACE
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`Reporting Timeframes (Feb. 5, 2025), perma.cc/BXZ4-LM83 (“FINRA Statement”).
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`FINRA stated that it “expect[s] these changes, at a minimum, will propose less
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`significant reductions to current reporting timeframes for manual trades and will
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`address other TRACE requirements that may unnecessarily delay reporting, such as
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`current requirements for reporting trade allocations.” Id.
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`2
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`USCA11 Case: 24-13751 Document: 38 Date Filed: 03/14/2025 Page: 6 of 12
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`In light of the FINRA Statement, ASA filed an unopposed motion to hold the
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`FINRA case in abeyance until August 13, 2025. ASA v. SEC, No. 24-13750, Dkt. 26-
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`1 (Feb. 13, 2025). ASA explained that an abeyance was warranted because the new
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`rulemaking announced by FINRA “‘carrie[d] the prospect of mooting’ the issues
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`raised in th[at] appeal” and that an abeyance would “also serve judicial economy by
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`potentially eliminating unnecessary briefing and the need for this Court to resolve this
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`dispute.” Id. at 3 (quoting Nat’l Wildlife Fed’n v. EPA, 925 F.2d 470, 472 (D.C. Cir.
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`1991)). On February 20, 2025, this Court granted ASA’s motion, placing the FINRA
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`case in abeyance until August 13, 2025. ASA v. SEC, No. 24-13750, Dkt. 27.
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`On March 3, 2025, the Commission moved to likewise hold this case in
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`abeyance until August 13, 2025. Dkt. 31. The Commission stated that an abeyance
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`was warranted in light of the MSRB’s announcement that it would “delay announcing
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`the effective date for [its rules]” while it undertakes “clarifications, interpretive
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`guidance, or potential further amendments.” See Delayed Announcement of Effective Date
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`for Amendment to MSRB Rule G-14 to Shorten Timeframe for Reporting Transactions in
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`Municipal Securities, MSRB (Feb. 5, 2025), https://tinyurl.com/5p5cvycb. ASA
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`opposed that motion, arguing that unlike FINRA, the MSRB “ha[d] made no
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`commitment to abandon its rules” in their current form. Dkt. 32 at 6 (Mar. 6. 2025).
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`On March 7, 2025, however, the MSRB issued a new announcement that is
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`materially identical to FINRA’s. In particular, the MSRB announced that it “will not
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`3
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`USCA11 Case: 24-13751 Document: 38 Date Filed: 03/14/2025 Page: 7 of 12
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`establish an effective date for the amendments approved by the SEC last year in their
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`current form” and that it “intends to file further amendments to Rule G-14 with the
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`SEC, which are expected, at a minimum, to establish less significant reductions to
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`current reporting timeframes for manual trades.” MSRB Press Release, MSRB Board
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`Authorizes Further Amendments to Rule G-14, Withdraws Pre-Trade Concept Release (Mar. 7,
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`2025), https://tinyurl.com/bdfffcjw (“MSRB Announcement”). The MSRB further
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`stated that its filing “will maintain regulatory consistency across the corporate and
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`municipal bond markets,” and that after public comment on the new amendments
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`and upon Commission approval, it “will continue to coordinate with FINRA in
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`establishing an effective date for the amendments.” Id.
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`Following the MSRB Announcement, counsel for ASA informed Commission
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`counsel that ASA no longer opposed the motion to hold this case in abeyance until
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`August 13, 2025. But before the Commission was able to inform the Court of the
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`MSRB Announcement and ASA’s change in position in a reply brief, the Court issued
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`an order denying the Commission’s motion. Dkt. 37 (Mar. 12, 2025).
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`ARGUMENT
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`The Court should reconsider its order denying the Commission’s motion to
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`hold this case in abeyance in light of the MSRB Announcement and ASA’s resulting
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`withdrawal of its opposition. While ASA requested an abeyance in the FINRA case, it
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`initially opposed an abeyance in this case because of differences in the statements
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`4
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`USCA11 Case: 24-13751 Document: 38 Date Filed: 03/14/2025 Page: 8 of 12
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`made by the two organizations. FINRA had announced that “it will not enforce [its]
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`rules and will amend them to address ASA’s concerns,” whereas the MSRB had stated
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`only that it would “delay” implementing its rules while considering “potential”
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`amendments. Dkt. 32 at 2-3. The MSRB has since made clear—in a statement
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`materially identical to FINRA’s—that it will not implement the challenged rules and
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`will amend them in response to ASA’s and other’s concerns. Both cases are thus
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`equally likely to be mooted, and ASA is no more likely to be harmed by an abeyance
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`in this case as it is in the FINRA case.
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`As ASA argued in its previously-filed opposition to an abeyance in this case, “it
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`made sense for this Court to hold ASA’s case against FINRA in abeyance” after
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`FINRA announced “concrete steps” that “‘carr[ied] the prospect of mooting’ the
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`issues raised in that appeal.” Id. at 5 (quoting Nat’l Wildlife Fed’n, 925 F.2d at 472).
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`The same is now true in this case. Specifically, at the time ASA moved for an
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`abeyance FINRA had (1) “promised that it ‘will not set an effective date for [its rules]
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`in their current form,’” (2) “promised to ‘work expeditiously [to] develo[p] and fil[e]
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`with the SEC substantive changes’ to its rules,” and (3)“announced that it ‘expect[ed]’
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`that any new amendment to its rules would ‘at a minimum’ include ‘less significant
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`reductions to current reporting timeframes.” Id. (quoting FINRA Statement).
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`In contrast, prior to its more recent statement, the MSRB had only “paused”
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`the effective date of its rules to provide time for “potential” amendments. Id. As a
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`5
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`USCA11 Case: 24-13751 Document: 38 Date Filed: 03/14/2025 Page: 9 of 12
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`result, ASA argued, it was “speculative” whether the rules would change and there
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`was a “fair possibility” of harm to ASA and its members if the MSRB announced an
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`effective date while the case was in abeyance. Id. at 5-7 (quotations omitted). Now,
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`however, the MSRB has issued a subsequent announcement that is materially identical
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`to the FINRA Statement in every relevant respect. Like FINRA, the MSRB has
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`(1) promised that it “will not establish an effective date for [its rules] in their current
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`form,” (2) promised “to file further amendments to [its rules] with the SEC” and “to
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`coordinate with FINRA in establishing an effective date for the amendments,” and
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`(3) announced that it “expect[s]” that the amendments will “at a minimum” include
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`“less significant reductions to current reporting timeframes.” MSRB Announcement.
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`Because the MSRB is now taking exactly the same “concrete steps” that
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`justified an abeyance in the FINRA case, it “ma[kes] sense” for this Court to hold this
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`case in abeyance as well. Dkt. 32 at 5. The MSRB’s and FINRA’s new proceedings
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`“carr[y]” an equal “prospect of mooting” ASA’s respective challenges. Nat’l Widlife
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`Fed’n, 925 F.2d at 472. And the MSRB’s announcement that it will not set an effective
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`date for its rules in their current form means that, as in the FINRA case, there is no
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`risk that “ASA’s members would have to comply with them.” Dkt. 32 at 6. Both of
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`the concerns underlying ASA’s initial opposition to an abeyance in this case have thus
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`been eliminated, as confirmed by ASA’s change in position.
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`6
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`USCA11 Case: 24-13751 Document: 38 Date Filed: 03/14/2025 Page: 10 of 12
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`An abeyance will also serve judicial economy, sparing the Court from having to
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`consider and decide, and the parties from having to further brief, a challenge to rules
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`that are not currently in effect and that the MSRB has confirmed will not be
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`implemented. And it will not affect ASA’s right to seek judicial review of the
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`modified rules that emerge from the MSRB’s new proceeding if those rules are
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`approved by the Commission.
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`CONCLUSION
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`For the foregoing reasons, the Court should reconsider its order denying the
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`Commission’s motion for an abeyance until August 13, 2025, in light of the
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`developments that have led ASA to withdraw its opposition, and grant the motion.
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` Dated: March 14, 2025
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`JEFFREY B. FINNELL
`Acting General Counsel
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`TRACEY A. HARDIN
`Solicitor
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`Respectfully submitted,
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`/s/ Daniel E. Matro
`DANIEL E. MATRO
`Senior Appellate Counsel
`JORDAN A. KENNEDY
`Appellate Counsel
`Securities and Exchange Commission
`100 F Street, N.E.
`Washington, D.C. 20549
`(202) 551-8248 (Matro)
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`USCA11 Case: 24-13751 Document: 38 Date Filed: 03/14/2025 Page: 11 of 12
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`CERTIFICATE OF COMPLIANCE
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`I certify that this motion complies with the type-volume limitation of Fed. R.
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`App. P. 27(d)(2) because it contains 1,578 words, excluding the parts exempted by
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`Fed. R. App. P. 27(a)(2)(B) and 32(f).
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`I also certify that this motion complies with the typeface requirements of Fed.
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`R. App. P. 27(d)(1)(E) and 32(a)(5) and the type-style requirements of Fed. R. App. P.
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`27(d)(1)(E) and 32(a)(6) because it has been prepared in a proportionally spaced
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`typeface—Garamond, 14 point—using Microsoft Word.
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`March 14, 2025
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` /s/ Daniel E. Matro
`Daniel E. Matro
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`USCA11 Case: 24-13751 Document: 38 Date Filed: 03/14/2025 Page: 12 of 12
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`CERTIFICATE OF SERVICE
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`I hereby certify that on March 14, 2025, I electronically filed the foregoing
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`document with the Clerk of the Court for the United States Court of Appeals for the
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`Eleventh Circuit by using the appellate CM/ECF system, which will send notice to all
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`the parties.
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`/s/ Daniel E. Matro
`Daniel E. Matro
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`March 14, 2025
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