Rule 15c2-11 under the U.S. Securities Exchange Act of 1934 was adopted in 1971. At the time Rule 15c2-11 was adopted, the asset-backed securitization market did not exist. The Rule has been viewed historically by many in the market as being aimed at sales of equity securities by brokers and dealers. Rule 15c2-11 was recently amended by the Securities and Exchange Commission (SEC) to provide for additional disclosure by broker-dealers to potential investors and the staff of the SEC has made it clear that it views Rule 15c2-11 as applying to both equity and fixed income securities. The SEC's most recent no-action letter regarding Rule 15c2-11 raises a few potential issues for the securitization market.

On Sept. 22, 2021, the staff of the U.S. Securities and Exchange Commission (SEC) issued a no-action letter stating that the staff would not recommend enforcement action to the SEC under the recent amendments to Rule 15c2-11 (the Amended Rule) until Jan. 3, 2022, for quotations of fixed income securities published by broker-dealers in quotation mediums. In response to requests from industry representatives, the staff of the SEC issued a follow-up no-action letter on Dec. 16, 2021 (the December 2021 No-Action Letter) pursuant to which the staff stated that it would not recommend enforcement action to the SEC under the Amended Rule for broker-dealers that publish quotations in a quotation medium for fixed income securities if the broker-dealer has determined that the fixed income security qualifies for one of the exemptions contained in the December 2021 No-Action Letter.