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Category Archives: Broker-Dealer Regulation

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So Who Really Thinks They Know Their Customers

Posted in Broker-Dealer Regulation, Compliance and Supervision, Financial Industry Trends, FINRA Compliance, Registered Representatives, Uncategorized

As the year winds down to an end, financial advisors should be mindful of next year and the years to come.  Now is as good a time as any to make sure that you know your customer.  The year-end gives you a unique opportunity to get in front of your clients and revisit the year… Continue Reading

So What Can Be Done To Avoid The Quandary Of Clients With Dementia

Posted in Broker-Dealer Regulation, Compliance and Supervision, Financial Industry Trends, FINRA Compliance, Investment Adviser Regulation

As our population ages, more and more financial advisors will have to deal with clients who have dementia or get dementia.  If a client gets dementia, your options may be limited; it may be too late.  The question all firms should consider is are there things a firm can do before its clients show the… Continue Reading

What Does The “E” in Email Mean?

Posted in Broker-Dealer Regulation, Cyber-Security, Financial Industry Trends, FINRA Compliance, FINRA CRD, FINRA Enforcement, Securities Litigation

Recent history shows that FINRA is going after brokers who alter client’s records.  This, unfortunately, reminded me of my own bad experience as a young lawyer when defending a broker. That broker had great “contemporaneous” notes of his communications with the client that made the case very defendable.  My opponent questioned the authenticity of these… Continue Reading

Forget Including A Bar Of Whistleblower Tips In Settlement Agreements

Posted in Broker-Dealer Regulation, FINRA Compliance, FINRA Enforcement, Public Customer Arbitrations, Registered Representatives, Uncategorized, Whistleblowers

FINRA recently warned that firms could face disciplinary action if they enter into settlement agreements that bar customers or former employees from reporting wrongdoing at the firm.  Although FINRA recognized that confidentiality provisions were acceptable, it noted that they have to be written in such a way to authorize the individual to contact FINRA or… Continue Reading

Personal Email For Firm Business – Don’t Do That

Posted in Books and Records, Broker-Dealer Regulation, FINRA Compliance, FINRA Enforcement, Social Media

As firm clients demand more and more access to their registered representatives, member firms must do more to make sure that their brokers do not run afoul of the firm communication written supervisory procedures.  One firm recently failed that test, resulting in a FINRA fine and censure.  In that matter, FINRA found that the member… Continue Reading

The Uniform Fiduciary Duty Standard – It Seems Like Déjà vu All Over Again

Posted in Breach of Fiduciary Duty, Broker-Dealer Regulation, Dodd-Frank, FINRA Compliance, FINRA Enforcement

Although it has been many years since Yogi Berra uttered this famous line, it seems like he must have been thinking about the debate regarding the adoption of a uniform fiduciary duty standard.  All kidding aside, one SEC commissioner recently expressed his doubts regarding the SEC proposing such a rule for those who give retail… Continue Reading

Cyber-Security – What Do Enforcement Actions Tell You

Posted in Broker-Dealer Regulation, Compliance and Supervision, Cyber-Security, Financial Industry Trends, FINRA Compliance

In a recent NSCP Currents article, Giselle Casella addressed what every compliance office must know about cyber-security.  One of the more compelling lessons was what can be learned from enforcement actions dealing with cyber-security.  Cyber-security enforcement actions fell into the following groupings:  Inadequate security policies and procedures; Failure to enforce policies and procedures; Failure to… Continue Reading

What Do FINRA’s Enforcement Statistics Mean

Posted in Broker-Dealer Regulation, FINRA Compliance, FINRA Enforcement, Registered Representatives, Uncategorized

At the halfway point of the year, the Sutherland Asbill firm has issued its report on FINRA’s fines to date.  That report reflects that, although fines are on a record pace this year, the number of actions by FINRA is behind pace.  So what does this mean?  The first step is to look at the… Continue Reading

SEC Temporarily Exempts BDs from Certain Rules

Posted in Books and Records, Broker-Dealer Regulation

The SEC provided firms with a temporary exemption from certain requirements under recently-adopted amendments to its broker-dealer financial responsibility rules. The amendments – established new requirements under the Securities Exchange Act of 1934 in the areas of net capital, customer protection and books and records.  The exemptions expired on March 3, 2014, and related to… Continue Reading

SEC Seeks Actions to Stress Support for Compliance

Posted in Broker-Dealer Regulation, SEC Compliance, SEC Enforcement

The SEC is looking for more cases to bring to emphasize its support for compliance programs, including a case against a former portfolio manager. OCIE has also several specialized working groups in areas such as securities valuation, marketing and sales practices, and fixed income and municipal securities, that are working with Enforcement staff to bring… Continue Reading

Expunge Me, No Expunge You

Posted in Arbitration, Broker-Dealer Regulation, Expungement, FINRA CRD, Uncategorized

FINRA recently put into place the highly publicized prohibition of making a settlement contingent upon a registered representative having the subject arbitration expunged from the representatives U-4.  Is this a good thing?  The claimants’ bar thinks this is a good thing because it will prevent bad apples from having their records cleaned.  This position seems… Continue Reading

The More Things Change the More They Stay the Same…SEC Develops “New” Task Force Geared at Broker-Dealer Enforcement

Posted in Broker-Dealer Regulation, Compliance and Supervision, SEC Enforcement

The Securities and Exchange Commission Enforcement Division has created a new task force to scrutinize broker-dealer practices. This unit existed in the 1980’s and 1990’s and was phased out.  It is now being brought back.  The SEC started developing the task force in September and the Financial Industry Regulatory Authority has also established an enforcement… Continue Reading

SEC OCIE Exam Priorities Include Dual Registrants, Technology Use, JOBS Act

Posted in Broker-Dealer Regulation, Compliance and Supervision, Investment Adviser Regulation, JOBS Act

The SEC’s Office of Compliance Inspections and Examinations’ exam priorities include issues arising from the continuing convergence of the broker-dealer and investment adviser professions. Other OCIE priorities include registrants’ use of technology; applying its “presence exams” to investment advisers who have never been examined; and reviewing the JOBS Act.  Presence exams are risk-based reviews of… Continue Reading

Supervisory Liability For Broker-Dealer Compliance and Legal Personnel

Posted in Broker-Dealer Regulation, Compliance and Supervision, SEC Compliance

The SEC’s Division of Trading and Markets issued guidance regarding supervisory liability that may arise under the Securities Exchange Act of 1934, concerning the role and duties of chief compliance officers and other legal and compliance personnel at broker-dealers.  See http://www.sec.gov/divisions/marketreg/faq-cco-supervision-093013.htm The SEC may institute proceedings against a “supervisor” associated with a broker-dealer, “if someone… Continue Reading

What Are You Doing About Cyber-Security

Posted in Books and Records, Broker-Dealer Regulation, Compliance and Supervision, Cyber-Security, FINRA Compliance, FINRA Enforcement, SEC Compliance, SEC Enforcement

It was apparently not enough that the SEC and FINRA made cyber-security an exam priority for 2014, but the Department of the Treasury has now focused on this pervasive issue.  In recent comments, Treasury Secretary Lew has urged financial firms to step it up when protecting against cyber-attacks.  Stories of cyber-attacks are becoming so common… Continue Reading


Posted in Accounting Standards, Broker-Dealer Regulation, PCAOB Enforcement

The PCAOB adopted two attestation standards relating to auditors’ examinations and reviews of broker-dealer compliance and examination reports and adopted an auditing standard for the audits of supplemental information that broker-dealers file with the SEC. The preparation by broker-dealers of compliance or exception reports are new requirements that were added by the SEC when it… Continue Reading


Posted in Broker-Dealer Regulation, SEC Compliance, SEC Enforcement

Companies subject to enforcement actions will get more credit from regulators if the alleged misconduct is an exception in a compliance-driven corporate culture rather than a remedial step after discovery. In cases where the SEC finds fraud, there often are early warning signs, and inadequate corporate compliance may not have seen them.  The SEC believes… Continue Reading

Should You Even Care About A Uniform Fiduciary Duty

Posted in Arbitration, Broker-Dealer Regulation, Compliance and Supervision, Dodd-Frank, FINRA Compliance, SEC Compliance, Uncategorized

In an Investment News article written by Mark Schoeff, he reported that the push for a uniform fiduciary standard for broker-dealers and investment advisors has become a bit stagnant. In fact, it was reported that the prospects for such a uniform rules have waned over the years notwithstanding the general consensus that there should be such a… Continue Reading


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

FINRA announced several new regulatory and examination priorities, including the creation of a dedicated enforcement team to prosecute “recidivist brokers.” Recidivist brokers have been the subject of “a pattern of complaints or disclosures” involving sales practice abuses.  FINRA will examine firms that hire these brokers and expect to review the firm’s due diligence conducted in… 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

I Tweet, You Tweet, We All Tweet

Posted in Broker-Dealer Regulation, Compliance and Supervision, Financial Industry Trends, FINRA Compliance, SEC Compliance, SEC Enforcement, Social Media

The SEC recently issued two interpretations that address your use of interactive social media, like Twitter, in accordance with the securities laws.   These interpretations permit your firm to now use a hyperlink to satisfy the legend requirements and, at the same time, limit your responsibility where your communications are retransmitted, like a retweet.  The major… Continue Reading

Do You Really Want To Be A Dual Registrant

Posted in Broker-Dealer Regulation, Compliance and Supervision, Conflicts of Interest, FINRA Compliance, Registered Representatives, SEC Compliance, SEC Enforcement

One of the priorities of the SEC National Examination Program is dual registrants; entities that provide both brokerage and investment advisory services.  The focus of the program on dual registrants begs the question why a firm would want to be one.  The answer to that question should be an obvious.  Being a dual registrant allows… Continue Reading

Is “Big Brother” Such A Bad Thing

Posted in Broker-Dealer Regulation, Corporate Governance, FINRA Compliance, FINRA CRD, FINRA Enforcement, Ponzi Schemes, Registered Representatives

FINRA recently announced a change to the supervision rule to require hiring firms to conduct background checks on new employees.  This rule change raises the question; what have member firms been doing all along.  In this day and age of instant information, having a new registered representative complete his/her U-4 should have only been a… Continue Reading