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Category Archives: Broker-Dealer Registration

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Who still thinks FINRA is not interested in elder investor issues

Posted in Broker-Dealer Registration, Compliance and Supervision, Federal and State Criminal Activities, FINRA Compliance, FINRA Enforcement

As you may know, FINRA, last April, launched a senior helpline to address issues pertaining to senior investors. According to recent reports, FINRA received calls on many different issues such as how to read an account statement up fraud targeted to senior investors. FINRA has reported that some of these calls resulted in follow-up calls… Continue Reading

So what does the expedited release of a Form U-5 mean for you

Posted in Books and Records, Broker-Dealer Registration, Broker-Dealer Regulation, Compliance and Supervision, FINRA Compliance, FINRA CRD, FINRA Enforcement

As of December 12, 2015, FINRA will release Form U-5s within three business days of a member firm’s submission, instead of the fifteen days currently provided for under Rule 8312. The current version of the rule was meant to provide the departing registered representative ample opportunity to comment on the disclosure either though a Form… Continue Reading

What an amended FINRA Rule 8312 may mean to you.

Posted in Books and Records, Broker-Dealer Registration, Broker-Dealer Regulation, FINRA Compliance, FINRA CRD, FINRA Enforcement

FINRA has released for comment its proposed amendment to Rule 8312, otherwise known as the BrokerCheck Disclosure rule. As it currently stands, FINRA waits for 15 days before it releases information reported on Form U5. This delay was meant to give a registered representative adequate time to comment. FINRA has proposed to change the waiting… Continue Reading

FINRA’s New EB-5 Disclosure Requirements re: Foreign Finders

Posted in Broker-Dealer Registration, FINRA Compliance, FINRA Enforcement

New FINRA Rule 2040 became effective late last month, requiring broker-dealers who sell EB-5 securities disclose to investors the amount of finder fee payments to non-registered foreign persons and receive written acknowledgement from the investors that they are aware of the fees paid. Additionally, FINRA only permits member firms to pay transaction-related compensation to non-registered… Continue Reading

Why You Need To Think Twice About That New Hire

Posted in Broker-Dealer Registration, Broker-Dealer Regulation, Compliance and Supervision, FINRA Compliance, FINRA CRD, FINRA Enforcement

Starting July 1, member firms are required to have written procedures to verify the accuracy and completeness of the information in a registered representative’s U-4 within 30 days of the U-4 being filed with FINRA.  The question that arises is whether the expense of this new type of “investigation” is worth it. In short, member… Continue Reading


Posted in Broker-Dealer Registration, Broker-Dealer Regulation, Mergers and Acquisitions, No-Action Relief

The SEC’s Division of Trading and Markets stated that it would not recommend enforcement action if a “mergers and acquisitions broker” were to engage in the sale or purchase of a privately held company without registering as a broker-dealer under Securities Exchange Act of 1934 Section 15(b). Lee M&A Brokers, SEC, No-Action Letter, avail, 1/31/14,… Continue Reading

When in Rome Do as the Romans or At Least Play by the Rules

Posted in Broker-Dealer Registration, Broker-Dealer Regulation, International Securities Regulation

Usually, we spend a fair amount of time advising our American broker-dealer clients, who do business overseas, that they have to follow the rules of those countries as well.  However, the “shoe” may sometimes be on the other “foot.”  See http://www.sec.gov/litigation/admin/2014/34-71593.pdf. Recently, a foreign broker-dealer was forced to pay a 9 figure judgment to resolve an action brought… Continue Reading

More Unaswered/Answered Broker-Dealer Registration Questions

Posted in Broker-Dealer Registration, Broker-Dealer Regulation, Mergers and Acquisitions

Recently, the SEC’s Division of Trading and Markets Staff issued no action relief allowing those persons and entities specializing in mergers and acquistions (“M&A Broker”) to avoid broker-dealer registration.  See http://www.sec.gov/divisions/marketreg/mr-noaction/2014/ma-brokers-013114.pdf. The staff defined a M&A Broker as “a person engaged in the business of effecting securities transactions solely in connection with the transfer of ownership and… Continue Reading

Trading and Markets Focus on Broker Registration

Posted in Broker-Dealer Registration

The Securities and Exchange Commission Division of Trading and Markets is continuing to focus on broker-dealer registration issues in the private fund area. For example, the Staff is focusing on private fund advisers receiving transaction-based compensation for purported investment banking or other broker activities relating to one or more of the funds’ portfolio companies.  The… Continue Reading